# UNITED
STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

# FORM 10-Q

||X| | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                                         EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

FOR THE QUARTERLY
PERIOD ENDED JUNE 30, 2005

OR

||_| | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                                         EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

For the transition
period from _____ to _____

Commission file number:
000-50015

# TierOne Corporation

(Exact name of
Registrant as specified in its charter)

|Wisconsin                                                      | 04-3638672                          
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)
|1235 "N" Street                                               
|Lincoln, Nebraska                                              | 68508                               
|(Address of Principal Executive Offices)                       | (Zip Code)                          

|(402) 475-0521                                      
|----------------------------------------------------
|(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  X   No

As of August 5, 2005, there were
18,143,740 issued and outstanding shares of the Registrants common stock.

---

# PART I - FINANCIAL
INFORMATION

|         |                                                            
|-------- | -----------------------------------------------------------
|Item 1 - | Financial Statements                                       
|Item 2 - | Management's Discussion and Analysis of Financial Condition
|         | and Results of Operations                                  
|Item 3 - | Quantitative and Qualitative Disclosures About Market Risk 
|Item 4 - | Controls and Procedures                                    

# PART II - OTHER
INFORMATION

|              |                                                             |   
|------------- | ----------------------------------------------------------- | --
|Item 1 -      | Legal Proceedings                                           | 45
|Item 2 -      | Unregistered Sales of Equity Securities and Use of Proceeds | 45
|Item 3 -      | Defaults Upon Senior Securities                             | 46
|Item 4 -      | Submission of Matters to a Vote of Security Holders         | 46
|Item 5 -      | Other Information                                           | 46
|Item 6 -      | Exhibits                                                    | 46
|Signatures    | 47                                                         
|Exhibit Index | 48                                                         

2

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# TierOne Corporation
and SubsidiariesConsolidated Statements of Financial ConditionJune 30, 2005 (Unaudited)
and December 31, 2004

|(Dollars in thousands, except per share data)                     | June 30, 2005 | December 31, 2004
|----------------------------------------------------------------- | ------------- | -----------------
|ASSETS                                                            |               |                  
|Cash and cash equivalents                                         |               |                  
|Investment securities:                                            |               |                  
|Held to maturity, at cost which approximates fair value           |               |                  
|Available for sale, at fair value                                 |               |                  
|Mortgage-backed securities, available for sale, at fair value     |               |                  
|Loans receivable:                                                 |               |                  
|Net loans (includes loans held for sale of $10,363 and $11,956 at |               |                  
|June 30, 2005 and December 31, 2004, respectively)                |               |                  
|Allowance for loan losses                                         |               |                  
|                                                                 
|Net loans after allowance for loan losses                         |               |                  
|                                                                 
|Federal Home Loan Bank stock                                      |               |                  
|Premises and equipment, net                                       |               |                  
|Accrued interest receivable                                       |               |                  
|Goodwill                                                          |               |                  
|Other intangible assets, net                                      |               |                  
|Other assets                                                      |               |                  
|                                                                 
|Total assets                                                      |               |                  
|                                                                 
|LIABILITIES AND STOCKHOLDERS' EQUITY                              |               |                  
|Liabilities:                                                      |               |                  
|Deposits                                                          |               |                  
|Advances from Federal Home Loan Bank and other borrowings         |               |                  
|Advance payments from borrowers for taxes, insurance and          |               |                  
|other escrow funds                                                |               |                  
|Accrued interest payable                                          |               |                  
|Accrued expenses and other liabilities                            |               |                  
|                                                                 
|Total liabilities                                                 |               |                  
|                                                                 
|Stockholders' equity:                                             |               |                  
|Preferred stock, $0.01 par value. 10,000,000 shares authorized;   |               |                  
|none issued                                                       |               |                  
|Common stock, $0.01 par value.  60,000,000 shares authorized;     |               |                  
|18,141,522 and 18,287,811 shares issued and outstanding at        |               |                  
|June 30, 2005 and December 31, 2004, respectively                 |               |                  
|Additional paid-in capital                                        |               |                  
|Retained earnings, substantially restricted                       |               |                  
|Treasury stock, at cost. 4,433,553 and 4,287,264 shares at        |               |                  
|June 30, 2005 and December 31, 2004, respectively                 |               |                  
|Unallocated common stock held by Employee Stock                   |               |                  
|Ownership Plan                                                    |               |                  
|Unearned common stock held by Management                          |               |                  
|Recognition and Retention Plan                                    |               |                  
|Accumulated other comprehensive loss, net                         |               |                  
|                                                                 
|Total stockholders' equity                                        |               |                  
|                                                                 
|Commitments and contingent liabilities                            |               |                  
|                                                                 
|Total liabilities and stockholders' equity                        |               |                  
|                                                                 

See accompanying notes to
consolidated financial statements.

3

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# TierOne Corporation
and SubsidiariesConsolidated Statements of Income  (Unaudited)

|                                                          | For the Three Months EndedJune 30, | For the Six Months EndedJune 30,
|--------------------------------------------------------- | ---------------------------------- | --------------------------------
|
|Interest income:                                          |                                    |                                 
|Loans receivable                                          |                                    |                                 
|Investment securities                                     |                                    |                                 
|                                                         
|Total interest income                                     |                                    |                                 
|                                                         
|Interest expense:                                         |                                    |                                 
|Deposits                                                  |                                    |                                 
|Advances from Federal Home Loan Bank and other borrowings |                                    |                                 
|                                                         
|Total interest expense                                    |                                    |                                 
|                                                         
|Net interest income                                       |                                    |                                 
|Provision for loan losses                                 |                                    |                                 
|                                                         
|Net interest income after provision for loan losses       |                                    |                                 
|                                                         
|Noninterest income:                                       |                                    |                                 
|Fees and service charges                                  |                                    |                                 
|Loss from real estate operations, net                     |                                    |                                 
|Net gain on sales of:                                     |                                    |                                 
|Investment securities                                     |                                    |                                 
|Loans held for sale                                       |                                    |                                 
|Real estate owned                                         |                                    |                                 
|Gain on pension plan curtailment                          |                                    |                                 
|Other operating income                                    |                                    |                                 
|                                                         
|Total noninterest income                                  |                                    |                                 
|                                                         
|Noninterest expense:                                      |                                    |                                 
|Salaries and employee benefits                            |                                    |                                 
|Occupancy, net                                            |                                    |                                 
|Data processing                                           |                                    |                                 
|Advertising                                               |                                    |                                 
|Other operating expense                                   |                                    |                                 
|                                                         
|Total noninterest expense                                 |                                    |                                 
|                                                         
|Income before income taxes                                |                                    |                                 
|Income tax expense                                        |                                    |                                 
|                                                         
|Net income                                                |                                    |                                 
|                                                         
|Net income per common share, basic                        |                                    |                                 
|                                                         
|Net income per common share, diluted                      |                                    |                                 
|                                                         
|Dividends declared per common share                       |                                    |                                 
|                                                         
|Average common shares outstanding, basic (000's)          |                                    |                                 
|                                                         
|Average common shares outstanding, diluted (000's)        |                                    |                                 
|                                                         

See accompanying notes to
consolidated financial statements.

4

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# TierOne Corporation
and Subsidiaries  Consolidated Statements of Changes in Stockholders Equity and
Comprehensive IncomeSix Months Ended June 30, 2005 and June 30, 2004  (Unaudited)

|(Dollars in thousands)                  | Common Stock | Additional Paid-In Capital | Retained Earnings, SubstantiallyRestricted | TreasuryStock | Unallocated Common StockHeld by theEmployee StockOwnership Plan | Unearned Common StockHeld by theManagementRecognition andRetention Plan | Accumulated OtherComprehensiveIncome(Loss), Net | Total Stockholders Equity
|--------------------------------------- | ------------ | -------------------------- | ------------------------------------------ | ------------- | --------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------- | --------------------------
|Balance at December 31, 2003            |              |                            | $                                          | 226           |                                                                 | $                                                                       | 354,054                                         |                           
|                                       
|Common stock earned by employees        |              |                           
|in Employee Stock Ownership Plan        |              |                            |                                            | --            |                                                                 |                                                                         | 914                                             |                           
|Amortization of awards under the        |              |                           
|Management Recognition and              |              |                           
|Retention Plan                          |              |                            |                                            | --            |                                                                 |                                                                         | 83                                              |                           
|Repurchase of common stock              |              |                           
|(2,031,757 shares)                      |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Dividends paid ($0.10 per common share) |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Comprehensive income:                   |              |                           
|Net income                              |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Change in additional minimum pension    |              |                           
|liability, net of tax                   |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Change in unrealized gain on            |              |                           
|available for sale securities, net of   |              |                           
|tax and reclassification adjustment     |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|                                       
|Total comprehensive income              |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|                                       
|Balance at June 30, 2004                |              |                            | $                                          | 226           |                                                                 | $                                                                       | 355,051                                         |                           
|                                       
|Balance at December 31, 2004            |              |                            | $                                          | 226           |                                                                 | $                                                                       | 355,986                                         |                           
|                                       
|Common stock earned by employees        |              |                           
|in Employee Stock Ownership Plan        |              |                            |                                            | --            |                                                                 |                                                                         | 1,079                                           |                           
|Amortization of awards under the        |              |                           
|Management Recognition and              |              |                           
|Retention Plan                          |              |                            |                                            | --            |                                                                 |                                                                         | 187                                             |                           
|Treasury stock reissued under stock     |              |                           
|option plan                             |              |                            |                                            | --            |                                                                 |                                                                         | (5                                              | )                         
|Repurchase of common                    |              |                           
|stock (147,289 shares)                  |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Dividends paid ($0.11 per common share) |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Comprehensive income:                   |              |                           
|Net income                              |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|Change in unrealized loss on            |              |                           
|available for sale securities, net of   |              |                           
|tax and reclassification adjustment     |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|                                       
|Total comprehensive income              |              |                            |                                            | --            |                                                                 |                                                                         | --                                              |                           
|                                       
|Balance at June 30, 2005                |              |                            | $                                          | 226           |                                                                 | $                                                                       | 357,247                                         |                           
|                                       

See accompanying notes to
consolidated financial statements.

5

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# TierOne Corporation
and SubsidiariesConsolidated Statements of Cash Flows  Six Months Ended June 30, 2005 and
June 30, 2004(Unaudited)

|                                                                                    | June 30,
|----------------------------------------------------------------------------------- | --------
|
|Reconciliation of net income to net cash provided by operating activities:          |         
|Net income                                                                          |         
|Adjustments to reconcile net income to net cash provided by                         |         
|operating activities:                                                               |         
|Net premium amortization of investment and mortgage-backed securities               |         
|Depreciation and amortization                                                       |         
|Amortization of intangible assets                                                   |         
|Amortization of premium on Federal Home Loan Bank advances                          |         
|Employee Stock Ownership Plan expense                                               |         
|Management Recognition and Retention Plan expense                                   |         
|Amortization of premiums on net loans                                               |         
|Federal Home Loan Bank stock dividend                                               |         
|Deferred income tax (benefit) expense                                               |         
|Provision for loan losses                                                           |         
|Proceeds from sales of loans held for sale                                          |         
|Originations and purchases of loans held for sale                                   |         
|Net (gain) loss on sales of:                                                        |         
|Investment securities                                                               |         
|Loans held for sale                                                                 |         
|Real estate owned                                                                   |         
|Premises and equipment                                                              |         
|Changes in certain assets and liabilities:                                          |         
|Accrued interest receivable                                                         |         
|Other assets                                                                        |         
|Accrued interest payable                                                            |         
|Accrued expenses and other liabilities                                              |         
|                                                                                   
|Net cash provided by operating activities                                           |         
|                                                                                   
|Cash flows from investing activities:                                               |         
|Purchase of investment and mortgage-backed securities, available for sale           |         
|Proceeds from sale of investment and mortgage-backed securities, available for sale |         
|Proceeds from maturities of investment securities, available for sale               |         
|Proceeds from principal repayments of investment and mortgage-backed                |         
|securities, available for sale and held to maturity                                 |         
|Increase in loans receivable                                                        |         
|Additions to premises and equipment                                                 |         
|Proceeds from sale of premises and equipment                                        |         
|Proceeds from sale of real estate owned                                             |         
|                                                                                   
|Net cash used in investing activities                                               |         
|                                                                                   

See accompanying notes to
consolidated financial statements.

6

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# TierOne Corporation
and Subsidiaries Consolidated Statements of Cash Flows (continued)Six Months Ended June
30, 2005 and June 30, 2004  (Unaudited)

|                                                                               | June 30,
|------------------------------------------------------------------------------ | --------
|
|Cash flows from financing activities:                                          |         
|Net increase in deposits                                                       |         
|Net repayment on Federal Home Loan Bank line of credit                         |         
|and short-term advances and other borrowings                                   |         
|Proceeds from Federal Home Loan Bank long-term advances and other borrowings   |         
|Repayments of Federal Home Loan Bank long-term advances and other borrowings   |         
|Proceeds from junior subordinated debentures                                   |         
|Net decrease in advances from borrowers for taxes, insurance and               |         
|other escrow funds                                                             |         
|Repurchase of common stock                                                     |         
|Dividends paid on common stock                                                 |         
|Proceeds from the exercise of stock options                                    |         
|                                                                              
|Net cash provided by financing activities                                      |         
|                                                                              
|Net decrease in cash and cash equivalents                                      |         
|Cash and cash equivalents at beginning of period                               |         
|                                                                              
|Cash and cash equivalents at end of period                                     |         
|                                                                              
|Supplemental disclosures of cash flow information:                             |         
|Cash paid during period for:                                                   |         
|Interest                                                                       |         
|Income taxes, net of refunds                                                   |         
|                                                                              
|Noncash investing activities:                                                  |         
|Transfers from loans to real estate owned and other assets through foreclosure |         
|                                                                              

See accompanying notes to
consolidated financial statements.

7

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# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 1  Basis of
Presentation

TierOne
Corporation (Company) is a Wisconsin corporation headquartered in Lincoln,
Nebraska. TierOne Corporation is the holding company for TierOne Bank (Bank).
At June 30, 2005, the Bank operated from 68 banking offices located in Nebraska, Iowa and
Kansas and eight loan production offices located in Arizona, Colorado, Florida, Minnesota
and North Carolina.

# Note 2  Basis of
Consolidation

The
accompanying unaudited consolidated financial statements include the accounts of the Bank
and its wholly owned subsidiaries TMS Corporation of the Americas (TMS) and
United Farm & Ranch Management, Inc. (UFARM). TMS is the holding company
of TierOne Investments and Insurance, Inc., a wholly owned subsidiary that administers the
sale of securities and insurance products, and TierOne Reinsurance Company, a wholly owned
subsidiary that reinsures credit life and disability insurance policies. UFARM provides
agricultural customers professional farm and ranch management and real estate brokerage
services.

The
accompanying interim consolidated financial statements as of June 30, 2005 and for the
three and six months ended June 30, 2005 and June 30, 2004 have not been audited by
independent auditors. All significant intercompany accounts and transactions have been
eliminated in consolidation. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the financial position and
operating results for interim periods. The unaudited consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information, in accordance with
instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities
and Exchange Commission (SEC), and do not include all of the information and
notes required for complete, audited financial statements. The unaudited consolidated
financial statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2004. The results of operations for the three and six months
ended June 30, 2005 are not necessarily indicative of the results which may be expected
for the entire calendar year 2005.

8

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# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 3 
Significant Accounting Policies

Allowance
for Loan Losses. We have identified the evaluation of the allowance for
loan losses as a critical accounting policy where amounts are sensitive to material
variation. This policy is significantly affected by our judgment and uncertainties and
there is a likelihood that materially different amounts could be reported under different,
but reasonably plausible, conditions or assumptions. The allowance for loan losses is
considered a critical accounting estimate because there is a large degree of judgment in:

| |  | Assigning
individual loans to specific risk levels (pass, special mention, substandard, doubtful
and loss);
| | - | -----------------------------------------------------------------------------------------------------------

| |  | Valuing
the underlying collateral securing the loans;
| | - | -----------------------------------------------------

| |  | Determining
the appropriate reserve factor to be applied to specific risk levels for special mention
loans and those adversely classified (substandard, doubtful and loss); and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Determining
reserve factors to be applied to pass loans based upon loan type.
| | - | -----------------------------------------------------------------------------

We
establish provisions for loan losses, which are charges to our operating results, in order
to maintain a level of total allowance for loan losses that, in managements belief,
covers all known and inherent losses that are both probable and reasonably estimable at
each reporting date. Management reviews the loan portfolio no less frequently than
quarterly in order to identify those inherent losses and to assess the overall collection
probability of the loan portfolio. Managements review includes a quantitative
analysis by loan category, using historical loss experience, classifying loans pursuant to
a grading system and consideration of a series of qualitative loss factors. The evaluation
process includes, among other things:

| |  | An
analysis of delinquency trends;
| | - | ----------------------------------

| |  | Nonperforming
loan trends;
| | - | --------------------------

| |  | Levels
of charge-offs and recoveries;
| | - | -------------------------------------

| |  | Prior
loss experience;
| | - | ----------------------

| |  | Total
loans outstanding;
| | - | ------------------------

| |  | Volume
of loan originations;
| | - | ----------------------------

| |  | Type,
size, terms and geographic concentration of loans held by us;
| | - | -------------------------------------------------------------------

| |  | Value
of collateral securing loans;
| | - | -----------------------------------

| |  | Number
of loans requiring heightened management oversight; and
| | - | --------------------------------------------------------------

| |  | General
economic conditions.
| | - | ----------------------------

This
evaluation is inherently subjective as it requires estimates that are susceptible to
significant revision as more information becomes available or as future events change.

9

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# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

The
allowance for loan losses consists of two elements. The first element is an allocated
allowance established for specific loans identified by the credit review function that are
evaluated individually for impairment and are considered to be impaired. A loan is
considered impaired when, based on current information and events, it is probable that we
will be unable to collect the scheduled payments of principal and interest when due
according to the contractual terms of the loan agreement. Impairment is measured by:

| |  | The
fair value of the collateral if the loan is collateral dependent;
| | - | ---------------------------------------------------------------------

| |  | The
present value of expected future cash flows; or
| | - | ---------------------------------------------------

| |  | The
observable market price of the loan.
| | - | ----------------------------------------

The
second element is an estimated allowance established for losses which are probable and
reasonable to estimate on each category of outstanding loans. While management uses
available information to recognize probable losses on loans inherent in the portfolio,
future additions to the allowance may be necessary based on changes in economic conditions
and other factors. In addition, various regulatory agencies, as an integral part of their
examination process, periodically review our allowance for loan losses. Such agencies may
require us to recognize additions to the allowance based on their judgment of information
available to them at the time of their examination.

Goodwill
and Other Intangible Assets. Goodwill represents the excess price paid over
the fair value of the tangible and intangible assets and liabilities acquired in
connection with the August 27, 2004 acquisition of United Nebraska Financial Co.
(UNFC). In accordance with Statement of Financial Accounting Standard
(SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and
indefinite-lived intangible balances are not being amortized, but are tested for
impairment annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also
requires the intangible assets with estimated useful lives be amortized over their
respective estimated useful lives to their residual values and reviewed for impairment in
accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived
Assets.

In
addition to annual testing, the impairment of identifiable intangibles and long-lived
assets is assessed when events or changes in circumstances indicate their carrying value
may not be recoverable through expected future undiscounted cash flows.

Our
only identifiable intangible asset is the value of the core deposits acquired as part of
the UNFC transaction. Determining the amount of identifiable intangible assets and their
average lives involves multiple assumptions and estimates and is typically determined by
performing a discounted cash flow analysis, which involves a combination of any or all of
the following assumptions: customer attrition, account runoff, alternative funding costs,
deposit servicing costs and discount rates. The core deposit intangible has been estimated
to have a 10-year life with an accelerated rate of amortization.

10

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# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

Our
policy is to evaluate annually the carrying value of the reporting unit goodwill and
identifiable assets not subject to amortization. Goodwill was established as part of the
UNFC acquisition and supported by third-party valuations as of August 27, 2004. If the
carrying value of the goodwill exceeded the implied fair value of the goodwill, an
impairment loss would be recorded in an amount equal to that excess.

There
have been no changes in the carrying amount of goodwill during the six months ended June
30, 2005 due to impairment and we are not aware of any facts or circumstances that would
indicate our carrying value exceeded fair value.

Mortgage
Servicing Rights.The Bank capitalizes the estimated value of mortgage
servicing rights upon the sale of loans. The Banks estimated value takes into
consideration contractually known amounts, such as loan balance, term and interest rate.
These estimates are impacted by loan prepayment speeds, servicing costs and discount rates
used to compute a present value of the cash flow stream. Management evaluates the fair
value of mortgage servicing rights on a quarterly basis using current prepayment speed,
cash flow and discount rate estimates. Changes in these estimates impact fair value, and
could require the Bank to record a valuation allowance or recovery. The fair value of
mortgage servicing rights is highly sensitive to changes in assumptions. Changes in
prepayment speed assumptions have the most significant impact on the fair value of
mortgage servicing rights. Generally, as interest rates decline, prepayments accelerate
with increased refinance activity, which results in a decrease in the fair value of
mortgage servicing rights. As interest rates rise, prepayments generally slow, which
results in an increase in the fair value of mortgage servicing rights. All assumptions are
reviewed for reasonableness on a quarterly basis and adjusted as necessary to reflect
current and anticipated market conditions. Thus, any measurement of fair value is limited
by the conditions existing and the assumptions utilized as of a particular point in time,
and those assumptions may not be appropriate if applied at a different point in time.

Derivatives
and Commitments.We account for our derivatives and hedging activities in
accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activity, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments
and Certain Hedging Activities and SFAS No. 149, Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities.

11

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# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

In
the normal course of business, we enter into contractual commitments, including loan
commitments and rate lock commitments to extend credit to finance residential mortgages.
These commitments, which contain fixed expiration dates, offer the borrower an interest
rate guarantee provided the loan meets underwriting guidelines and closes within the time
frame established by us. Interest rate risk arises on these commitments and subsequently
closed loans if interest rates increase or decrease between the time of the interest rate
lock and the delivery of the loan to the investor. Loan commitments related to mortgage
loans that are intended to be sold are considered derivatives in accordance with the
guidance of SEC Staff Accounting Bulletin (SAB) No. 105, Application of
Accounting Principles to Loan Commitments. Accordingly, the fair value of these
derivatives at the end of the reporting period is based on a quoted market price that
closely approximates the amount that would have been recognized if the loan commitment was
funded and sold.

To
mitigate the effect of interest rate risk inherent in providing loan commitments, we hedge
our commitments by entering into forward sale contracts. These forward contracts are
marked-to-market through earnings and are not designated as accounting hedges under SFAS
No. 133. The change in the fair value of loan commitments and the change in the fair value
of forward sales contracts generally move in opposite directions and, accordingly, the
impact of changes in these valuations on net income during the loan commitment period is
generally inconsequential.

Although
the forward loan sale contracts also serve as an economic hedge of loans held for sale,
forward contracts have not been designated as accounting hedges under SFAS No. 133 and,
accordingly, loans held for sale are accounted for at the lower of cost or market in
accordance with SFAS No. 65, Accounting for Certain Mortgage Banking Activities.

Investment
Securities. We evaluate available for sale and held to maturity investment
securities for impairment on a quarterly basis. An impairment charge in the Consolidated
Statements of Income is recognized when the decline in the fair value of investment
securities below their cost basis is judged to be other-than-temporary. We consider
various factors in determining whether we should recognize an impairment charge,
including, but not limited to, the length of time and extent to which the fair value has
been less than its cost basis and our ability and intent to hold the investment security
for a period of time sufficient to allow for any anticipated recovery in market value.

12

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# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

Income
Taxes. We use the asset and liability method of accounting for income
taxes. Under the asset and liability method, we recognize deferred tax assets and
liabilities for the future tax consequences attributable to differences between the
financial statement carrying amounts and the tax basis of existing assets and liabilities.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in earnings in the period that includes the enactment date. If
necessary, a valuation allowance would be established to adjust deferred tax assets to an
amount for which realization is more likely than not.

13

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 4  Earnings
Per Share

Basic
and diluted earnings per share (EPS) data are based on the weighted average
number of common shares outstanding during each reporting period. Employee Stock Ownership
Plan (ESOP) and 2003 Management
Recognition and Retention Plan (MRRP) shares
not committed to be released are not considered to be outstanding for purposes of EPS calculations. The basic
EPS calculation excludes the dilutive effect of all common stock equivalents. Diluted EPS
is further adjusted for potential common shares that were dilutive and outstanding during
the reporting periods. The Companys potentially dilutive common shares at June 30,
2005 represent shares issuable under its 2003 Stock Option Plan and MRRP computed using
the treasury stock method. All stock options awarded are assumed to be 100% vested for
purposes of the EPS computations.

|                                                                                                                       | Three Months Ended
June 30, 2005 | Six Months Ended
June 30, 2005
|---------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------
|
|Net income                                                                                                             |                                  |                               
|                                                                                                                      
|Weighted average number of common shares outstanding used in basic earnings per share calculation (in 000's)           |                                  |                               
|                                                                                                                      
|Common share equivalents - 2003 Stock Option Plan and 2003 Management Recognition and Retention Plan shares (in 000's) |                                  |                               
|                                                                                                                      
|Weighted average number of common shares outstanding used in diluted earnings per share calculation (in 000's)         |                                  |                               
|                                                                                                                      
|Earnings per share                                                                                                     |                                  |                               
|                                                                                                                      

14

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 5  Goodwill
and Other Intangible Assets

Goodwill
had a net carrying amount of $42.3 million at June 30, 2005. This amount represents the
excess price paid by the Company over the fair value of the tangible and intangible assets
and liabilities assumed in the acquisition of UNFC on August 27, 2004. The Company
evaluates goodwill for impairment annually in accordance with SFAS No. 142, Goodwill
and Other IntangibleAssets. There have been no changes in the carrying amount of
goodwill during the six months ended June 30, 2005 due to impairment and we are not
aware of any facts or circumstances that would indicate our carrying value
exceeded fair value.

The
Companys only identifiable other intangible asset is the value of core deposits
acquired as part of the UNFC acquisition. The core deposit intangible has been estimated
to have a 10-year life, with an accelerated rate of amortization.

The
changes in the net carrying amounts of other intangible assets for the three and six
months ended June 30, 2005 are as follows:

|(Dollars in thousands)         | Three Months Ended June 30, 2005 | Six Months Ended June 30, 2005
|------------------------------ | -------------------------------- | ------------------------------
|Balance at beginning of period |                                  |                               
|Additions                      |                                  |                               
|Amortization expense           |                                  |                               
|                              
|Balance at end of period       |                                  |                               
|                              

Estimated
amortization expense for core deposit intangibles for the year ended December 31, 2005 and
five years thereafter is as follows:

|(Dollars in thousands)         | Core Deposit Intangible
|------------------------------ | -----------------------
|Estimated Amortization Expense |                        
|For the Year Ending:           |                        
|December 31, 2005              |                        
|December 31, 2006              |                        
|December 31, 2007              |                        
|December 31, 2008              |                        
|December 31, 2009              |                        
|December 31, 2010              |                        

15

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 6  Investment
and Mortgage-Backed Securities

The
following table shows the composition of our investment and mortgage-backed securities
portfolio at the dates indicated:

|                                                  | June 30, 2005
|------------------------------------------------- | -------------
|
|
|Held to maturity:                                 |              
|Municipal obligations                             |              
|                                                 
|Available for sale:                               |              
|Mortgage-backed securities                        |              
|U.S. Government securities and agency obligations |              
|Corporate securities                              |              
|Municipal obligations                             |              
|Agency equity securities                          |              
|Asset Management Fund - ARM Fund                  |              
|                                                 
|Total investment and mortgage-backed              |              
|securities, available for sale                    |              
|                                                 
|                                                 
|
|
|
|Held to maturity:                                 |              
|Municipal obligations                             |              
|                                                 
|Available for sale:                               |              
|Mortgage-backed securities                        |              
|U.S. Government securities and agency obligations |              
|Corporate securities                              |              
|Municipal obligations                             |              
|Agency equity securities                          |              
|Asset Management Fund - ARM Fund                  |              
|                                                 
|Total investment and mortgage-backed              |              
|securities, available for sale                    |              
|                                                 

16

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 7  Loan
Portfolio Composition

The
following table shows the composition of the Banks loan portfolio by type of loan at
the dates indicated:

|                                          | June 30, 2005 | December 31, 2004
|----------------------------------------- | ------------- | -----------------
|
|Real estate loans:                        |               |                  
|One-to-four family residential (1)        |               |                  
|Second mortgage residential               |               |                  
|Multi-family residential                  |               |                  
|Commercial real estate and land           |               |                  
|Residential construction                  |               |                  
|Commercial construction                   |               |                  
|Agriculture                               |               |                  
|                                         
|Total real estate loans                   |               |                  
|                                         
|Business loans                            |               |                  
|                                         
|Agriculture - operating                   |               |                  
|                                         
|Warehouse mortgage lines of credit        |               |                  
|                                         
|Consumer loans:                           |               |                  
|Home equity                               |               |                  
|Home equity line of credit                |               |                  
|Home improvement                          |               |                  
|Automobile                                |               |                  
|Other                                     |               |                  
|                                         
|Total consumer loans                      |               |                  
|                                         
|Total loans                               |               |                  
|                                         
|Unamortized premiums, discounts and       |               |                  
|deferred loan fees                        |               |                  
|Undisbursed portion of construction and   |               |                  
|land development loans in process         |               |                  
|                                         
|Net loans                                 |               |                  
|Allowance for loan losses                 |               |                  
|                                         
|Net loans after allowance for loan losses |               |                  
|                                         
|(1) Includes loans held for sale          |               |                  
|                                         

17

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 8  Allowance
for Loan Losses

The following table sets forth the
activity in the allowance for loan losses during the periods indicated:

|                                               | At or for the Three Months Ended
June 30, | At or for the Six Months Ended
June 30,
|---------------------------------------------- | ----------------------------------------- | ---------------------------------------
|
|Allowance for loan losses, beginning of period |                                           |                                        
|Provision for loan losses                      |                                           |                                        
|Charge-offs                                    |                                           |                                        
|Recoveries on loans previously charged-off     |                                           |                                        
|                                              
|Allowance for loan losses, end of period       |                                           |                                        
|                                              
|Allowance for loan losses as a                 |                                           |                                        
|percentage of net loans                        |                                           |                                        
|                                              

18

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 9 
Nonperforming Assets

The
following table sets forth information with respect to nonperforming assets and troubled
debt restructurings at the dates indicated. It is the Banks policy to cease accruing
interest on loans 90 days or more past due and to charge off accrued interest. Total
impaired loans amounted to approximately $4.5 million and $6.1 million at June 30, 2005
and December 31, 2004, respectively. There was an allowance for loan loss specifically
allocated to impaired loans of $25,000 and $464,000 at June 30, 2005 and December 31,
2004, respectively.

|(Dollars in thousands)                                                                        | June 30, 2005 | December 31, 2004
|--------------------------------------------------------------------------------------------- | ------------- | -----------------
|Nonperforming loans:                                                                          |               |                  
|One-to-four family residential                                                                |               |                  
|Second mortgage residential                                                                   |               |                  
|Multi-family residential                                                                      |               |                  
|Commercial real estate and land                                                               |               |                  
|Residential construction                                                                      |               |                  
|Agriculture real estate                                                                       |               |                  
|Business                                                                                      |               |                  
|Agriculture - operating                                                                       |               |                  
|Consumer                                                                                      |               |                  
|                                                                                             
|Total nonperforming loans                                                                     |               |                  
|Real estate owned, net (1)                                                                    |               |                  
|                                                                                             
|Total nonperforming assets                                                                    |               |                  
|Troubled debt restructurings                                                                  |               |                  
|                                                                                             
|Total nonperforming assets and troubled debt restructurings                                   |               |                  
|                                                                                             
|Total nonperforming loans as a percent of net loans                                           |               |                  
|                                                                                             
|Total nonperforming assets as a percent of total assets                                       |               |                  
|                                                                                             
|Total nonperforming assets and troubled debt restructurings                                   |               |                  
|as a percent of total assets                                                                  |               |                  
|                                                                                             
|Allowance for loan losses as a percent of net loans                                           |               |                  
|                                                                                             
|Allowance for loan losses as a percent of nonperforming loans                                 |               |                  
|                                                                                             
|(1)  Real estate owned balances are shown net of related loss allowances.  Includes both real |               |                  
|property and other repossessed collateral consisting primarily of automobiles.                |               |                  
|                                                                                             

19

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 10  Mortgage
Servicing Rights

Mortgage
servicing rights are included in the Consolidated Statements of Financial Condition under
the caption Other Assets. The activity of mortgage servicing rights during the
periods presented is summarized in the following table:

|                                      | Three Months Ended
June 30, | Six Months Ended
June 30,
|------------------------------------- | --------------------------- | -------------------------
|
|Balance at beginning of period        |                             |                          
|Mortgage servicing rights capitalized |                             |                          
|Amortization expense                  |                             |                          
|Valuation adjustment                  |                             |                          
|                                     
|Balance at end of period              |                             |                          
|                                     

The
valuation allowance on mortgage servicing rights is summarized in the following table for
the periods presented:

|                                                | Three Months Ended
June 30, | Six Months Ended
June 30,
|----------------------------------------------- | --------------------------- | -------------------------
|
|Balance at beginning of period                  |                             |                          
|Changes in mortgage servicing valuation reserve |                             |                          
|                                               
|Balance at end of period                        |                             |                          
|                                               

The
following table compares the key assumptions used in measuring the fair values of mortgage
servicing rights at June 30, 2005 and December 31, 2004:

|(Dollars in thousands)             | June 30, 2005   | December 31, 2004
|---------------------------------- | --------------- | -----------------
|Serviced loan portfolio balance    | $1,160,830      | $1,111,104       
|Fair value                         | $11,768         | $11,503          
|Prepayment speed                   | 10.38% - 34.48% | 7.86% - 35.52%   
|Weighted average prepayment speed  | 18.13%          | 17.17%           
|Fair value with 10% adverse change | $11,238         | $11,021          
|Fair value with 20% adverse change | $10,714         | $10,528          
|Discount rate                      | 9.50% - 15.00%  | 10.00% - 15.50%  
|Weighted average discount rate     | 11.39%          | 11.74%           
|Fair value with 10% adverse change | $11,477         | $11,207          
|Fair value with 20% adverse change | $11,146         | $10,867          
|                                  

20

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 11 
Stock-Based Benefit Plans

Management
Recognition and Retention Plan. The Company has in effect the MRRP, which
is a stock-based incentive plan. The following table summarizes shares of the
Companys common stock which were subject to award and have been granted pursuant to
the MRRP:

|                                                                     | June 30, 2005
|-------------------------------------------------------------------- | -------------
|Common shares authorized to be awarded by the Management Recognition |              
|and Retention Plan                                                   |              
|Common shares awarded by Management Recognition and Retention Plan   |              
|Common shares forfeited                                              |              
|                                                                    
|Shares available for award at June 30, 2005                          |              
|                                                                    

The
shares awarded by the MRRP vest to participants at the rate of 20% per year. As a result,
expense for this plan is being recorded over a 60-month period and is based on the market
value of the Companys stock as of the date the awards were made. The remaining
unamortized cost of the MRRP shares acquired to date is reflected as a reduction in
stockholders equity. Expense under the MRRP for the three and six months ended June
30, 2005 was $719,000 and $1.4 million, respectively, compared to $682,000 and $1.4
million for the three and six months ended June 30, 2004, respectively.

Stock
Option Plan. The Company established the 2003 Stock Option Plan
(SOP) under which shares of Company common stock are reserved for the grant of
common stock options to directors, officers and employees. Stock options awarded under the
SOP vest to participants at the rate of 20% per year. The exercise price of the options is
equal to the fair market value of the common stock on the grant date.

|                                                                    | June 30, 2005
|------------------------------------------------------------------- | -------------
|
|Stock options issued and outstanding at an exercise price of $17.83 | 1,838,750    
|Stock options issued and outstanding at an exercise price of $22.40 | 45,000       
|                                                                   
|Stock options outstanding, end of period                            | 1,883,750    
|                                                                   
|Stock options remaining for future grants                           | 359,758      
|                                                                   

21

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

The
Company accounts for its stock options in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25).
Under the provisions of APB No. 25, since the exercise price of the Companys
employees stock options equals the market price of the underlying stock on the date
of grant, no compensation expense is recognized. See Note 14 for additional information
regarding stock options.

Pursuant
to SFAS No. 123, Accounting for Stock-Based Compensation, pro forma net income and
pro forma EPS are presented in the following table as if the fair value method of
accounting for stock-based compensation plans had been utilized:

|                                         | Three Months Ended
June 30, | Six Months Ended
June 30,
|---------------------------------------- | --------------------------- | -------------------------
|
|Net income (as reported)                 |                             |                          
|Add: stock-based employee compensation   |                             |                          
|expense included in reported net income, |                             |                          
|net of related tax effects               |                             |                          
|Deduct: total stock-based employee       |                             |                          
|compensation expense determined under    |                             |                          
|fair value based method for all awards,  |                             |                          
|net of related tax effects               |                             |                          
|                                        
|Pro forma net income                     |                             |                          
|                                        
|Basic earnings per share (as reported)   |                             |                          
|Pro forma basic earnings per share       |                             |                          
|Diluted earnings per share (as reported) |                             |                          
|Pro forma diluted earnings per share     |                             |                          
|                                        

The pro forma results above may not
be representative of the effect on net income in future periods.

The
fair value of each option grant is estimated using the Black-Scholes option-pricing model
with the following weighted-average assumptions used for grants during the years ended
December 31, 2004 and December 31, 2003, respectively: dividend yield of 1.0% and 1.0%;
expected volatility of 22.6% and 13.2%; risk-free interest rates of 4.0% and 3.5%; and an
expected life of 8.0 years and 10.0 years.

22

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 12  Deposits

The following table shows the
composition of the Banks deposits by type at the dates indicated:

|                             | June 30, 2005 | December 31, 2004
|---------------------------- | ------------- | -----------------
|
|Transaction accounts:        |               |                  
|Noninterest-bearing checking |               |                  
|Savings                      |               |                  
|Interest-bearing checking    |               |                  
|Money market                 |               |                  
|                            
|Total transaction accounts   |               |                  
|                            
|Time deposits:               |               |                  
|0.00% to 2.99%               |               |                  
|3.00% to 4.99%               |               |                  
|5.00% to 6.99%               |               |                  
|                            
|Total time deposits          |               |                  
|                            
|Total deposits               |               |                  
|                            

23

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 13  Federal
Home Loan Bank Advances and Other Borrowings

At
June 30, 2005 and December 31, 2004, the Company was indebted on notes as shown in the
following table:

|(Dollars in thousands)                  | June 30, 2005 | December 31, 2004
|--------------------------------------- | ------------- | -----------------
|Permanent fixed-rate notes payable to   |               |                  
|the Federal Home Loan Bank              |               |                  
|Convertible fixed-rate notes payable to |               |                  
|the Federal Home Loan Bank              |               |                  
|Line of credit with the                 |               |                  
|Federal Home Loan Bank                  |               |                  
|Adjustable-rate note payable to the     |               |                  
|Federal Home Loan Bank                  |               |                  
|Retail repurchase agreements            |               |                  
|Junior subordinated debentures          |               |                  
|                                       
|Total Federal Home Loan Bank            |               |                  
|advances and other borrowings           |               |                  
|                                       
|Weighted average interest rate          |               |                  
|                                       

The
convertible fixed-rate notes are convertible to adjustable-rate notes at the option of the
Federal Home Loan Bank (FHLB). The line of credit with the FHLB expires in
November 2005. The Company expects the line of credit agreement with the FHLB to be
renewed in the ordinary course of business.

24

---

# TierOne Corporation
and SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 14  Current
Accounting Pronouncements

For
discussion regarding accounting pronouncements, interpretations, exposure drafts and other
formal accounting guidance and the impact on the Company, reference is made to the
Companys Annual Report on Form 10-K for the year ended December 31, 2004. The
following discussion identifies certain recently issued accounting guidance.

In
December 2004, the Financial Accounting Standards Board (FASB) issued
Statement No. 123 (revised 2004), Share-Based Payment, (SFAS No.
123(R)), which requires that the cost resulting from stock options be measured at
fair value and recognized in earnings. SFAS No. 123(R) replaces Statement No. 123,
Accounting for Stock-Based Compensation, (SFAS No. 123) and supersedes
APB No. 25 which permitted the recognition of compensation expense using the intrinsic
value method. SFAS No. 123(R) became effective July 1, 2005. However, on April 15, 2005,
the SEC issued a press release announcing the amendment of the compliance date for SFAS
No. 123(R) to be no later than the beginning of the first fiscal year beginning after June
15, 2005. The Company presently plans to adopt SFAS No. 123(R) on January 1, 2006. The
method for adoption of this statement is yet to be determined. See Note 11 for SFAS No.
123 pro forma disclosures.

In
June 2005, FASB issued SFAS No. 154, Reporting Accounting Changes and Error Corrections(SFAS No. 154). SFAS No. 154 requires retrospective application for
voluntary changes in accounting principle unless it is impracticable to do so. SFAS No.
154s retrospective application requirement replaces Accounting Principles Board
Opinion 20s requirement to recognize most voluntary changes in accounting principle
by including in net income of the period of the change the cumulative effect of changing
to the new accounting principle. If the cumulative effect of the change in accounting
principle can be determined, but it is impracticable to determine the specific effects of
an accounting change on one or more prior periods presented, the change in accounting
policy will have to be applied to balances of assets and liabilities as of the beginning
of the earliest period for which retrospective application is practicable, with a
corresponding adjustment made to the opening balance of retained earnings or other
components of equity (e.g., accumulated other comprehensive income) for that period. If it
is impracticable to determine the cumulative effect of applying a change in accounting
principle, the new accounting principle is to be applied prospectively from the earliest
date practicable. If retrospective application for all prior periods is impracticable, the
method used to report the change and the reason that retrospective application is
impracticable are to be disclosed. The requirements of SFAS No. 154 are effective for
accounting changes made in fiscal years beginning after December 15, 2005.

25

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Item 2 - Management's
Discussion and Analysis of Financial Condition and Results of      Operations.

# General

TierOne
Bank (Bank), a subsidiary of TierOne Corporation (Company), is a
$3.2 billion federally chartered stock savings bank headquartered in Lincoln, Nebraska.
Established in 1907, the Bank offers customers a wide variety of full-service consumer,
commercial and agricultural banking products and services through a network of 68 banking
offices located in Nebraska, Iowa and Kansas and eight loan production offices located in
Arizona, Colorado, Florida, Minnesota and North Carolina. Product offerings include
residential, commercial and agricultural real estate loans; consumer, construction,
business and agricultural operating loans; warehouse mortgage lines of credit; consumer
and business checking and savings plans; investment and insurance services; and telephone
and internet banking.

The
Companys results of operations depend primarily on the results of operations of the
Bank. The Banks results of operations depend, to a large extent, on net interest
income, which is the difference between the income earned on its loan and investment
securities portfolios and the cost of funds, consisting of the interest paid on deposits
and borrowings. Noninterest income, noninterest expense and provisions for loan losses
also affect results of operations. Noninterest income consists primarily of fees and
service charges related to deposit and lending activities and gains on loans held for
sale. Noninterest expense consists of compensation and employee benefits, office occupancy
and equipment, data processing, advertising and other operating expense. The
Companys results of operations are also significantly affected by general economic
and competitive conditions, particularly changes in interest rates, government policies
and actions of regulatory authorities. Future changes in applicable law, regulations or
government policies may materially impact the Companys financial condition and
results of operations.

As
used in this report, unless the context otherwise requires, the terms we,
us, or our refer to the Company and the Bank.

26

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Forward-Looking
Statements

Statements
contained in this quarterly report on Form 10-Q which are not historical facts may be
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from those currently anticipated due
to a number of factors. Factors which could result in material variations include, but are
not limited to:

| |  | Changes
in interest rates which could affect net interest margins and net interest income;
| | - | ------------------------------------------------------------------------------------------

| |  | Competitive
factors which could affect net interest income and noninterest income;
| | - | ----------------------------------------------------------------------------------

| |  | Changes
in demand for loans, deposits and other financial services in the Company's market area;
| | - | ------------------------------------------------------------------------------------------------

| |  | Changes
in asset quality and general economic conditions;
| | - | ---------------------------------------------------------

| |  | Unanticipated
issues associated with the execution of the Company's strategic plan;
| | - | -----------------------------------------------------------------------------------

| |  | Other
factors discussed in documents filed by the Company with the Securities and Exchange
Commission from time to time.
| | - | ------------------------------------------------------------------------------------------------------------------------

These
factors should be considered in evaluating the forward-looking statements and undue
reliance should not be placed on such statements. The Company undertakes no obligation,
and disclaims any obligation, to update information contained in this quarterly report on
Form 10-Q, including these forward-looking statements, to reflect events or circumstances
that occur after the date of the filing of this quarterly report on Form 10-Q.

27

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Comparison of Financial
Condition at June 30, 2005 and December 31, 2004

# Assets

General.          Our
total assets were $3.2 billion at June 30, 2005, a $156.2 million, or 5.1%,
          increase compared to $3.0 billion at December 31, 2004. We continue to realign
          our balance sheet to focus our efforts on attracting loans with relatively
          higher yields, adjustable interest rates and/or shorter terms to maturity while
          seeking to maintain a loan portfolio with a high level of asset quality.

Investment
Securities. Our available for sale investment securities amounted to $116.5
million at June 30, 2005, an $11.3 million, or 8.8%, decrease compared to $127.8 million
at December 31, 2004. The decrease in our available for sale investment securities was
primarily due to $13.8 million in proceeds from maturing and sold investment securities
partially offset by a security purchase of $3.0 million. Our mortgage-backed securities
portfolio, all of which are recorded as available for sale, amounted to $27.7 million at
June 30, 2005, an $8.5 million, or 23.5%, decrease compared to $36.2 million at December
31, 2004. The decrease in our mortgage-backed securities portfolio was primarily the
result of $8.2 million of principal payments received during the six months ended June 30,
2005.

Loans
Receivable. Net loans (after allowance for loan losses) totaled $2.8
billion at June 30, 2005, a $178.6 million, or 6.8%, increase compared to December 31,
2004. This increase was primarily attributable to increased originations in our
residential construction, commercial construction, warehouse mortgage lines of credit and
commercial real estate and land loan portfolios partially offset by a decline in our
second mortgage residential loan portfolio. Residential construction loans totaled $745.0 million at
June 30, 2005, a $143.9 million, or 23.9%, increase compared to $601.1 million at December
31, 2004. During the six months ended June 30, 2005, we originated $283.3 million and
purchased through correspondents $250.6 million of residential construction loans which
were partially offset by $390.9 million of payoffs. Commercial real estate and land loans
amounted to $622.5 million at June 30, 2005, a $25.4 million, or 4.3%, increase compared
to $597.1 million at December 31, 2004. Commercial construction loans increased $78.1
million, or 27.7%, to $360.5 million at June 30, 2005 compared to $282.4 million at
December 31, 2004. The increase was primarily attributable to increased origination of
commercial construction loans in our primary lending market area (Nebraska, Iowa, Kansas,
Arizona, Colorado, Florida, Minnesota and North Carolina). Warehouse mortgage lines of
credit increased $47.8 million, or 36.0%, to $180.7 million at June 30, 2005 compared to
$132.9 million at December 31, 2004. The increase in warehouse mortgage lines of credit
was primarily attributable to increased lending volume in June 2005. Second mortgage
residential loans totaled $204.7 million at June 30, 2005, a $50.5 million, or 19.8%,
decrease compared to $255.2 million at December 31, 2004. The decrease in our second
mortgage residential loans at June 30, 2005 was primarily attributable to principal
payments and prepayments.

28

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

The
Banks focus on loans with relatively higher yields, adjustable interest rates and/or
shorter terms to maturity, as well as our expanded loan origination capabilities,
contributed to $842.3 million of gross loan originations, exclusive of warehouse mortgage
lines of credit and loan purchases, for the six months ended June 30, 2005. Gross
originations do not directly correlate to net loans due to timing of construction loan
advances, repayments and undisbursed lines of credit but reflect in part future loan
commitments.

Allowance
for Loan Losses. Our allowance for loan losses increased $1.5 million, or
5.7%, to $28.3 million at June 30, 2005 compared to $26.8 million at December 31, 2004.
Charge-offs, net of recoveries, were $1.2 million during the six months ended June 30, 2005, an increase
of $456,000, or 61.7%, compared to $739,000 for the six months ended June 30, 2004. The
increase was primarily the result of the charge-off of a multi-family residential loan
acquired in the United Nebraska Financial Co. (UNFC) transaction during the
three months ended June 30, 2005. Our ratio of the allowance for loan losses to net loans
was 1.00% and 1.01% at June 30, 2005 and December 31, 2004, respectively.

Goodwill
and Other Intangible Assets.Our goodwill at June 30, 2005 was $42.3
million and relates to our acquisition of UNFC in 2004. Goodwill is subject to periodic
impairment analysis which will be completed during the third quarter of 2005. Other
intangible assets totaled $10.9 million at June 30, 2005, a decrease of $935,000, or 7.9%,
compared to $11.9 million at December 31, 2004 and relates to the core deposits recorded
as a result of the UNFC acquisition. The decrease was attributable to amortization during
the six months ended June 30, 2005.

Other
Assets.Our other assets increased $2.4 million, or 10.2%, to $26.0 million
at June 30, 2005 compared to $23.6 million at December 31, 2004. At June 30, 2005, the
largest item recorded in other assets was mortgage servicing assets of $10.7 million. The
remainder consisted of prepaid expenses, miscellaneous receivables and other miscellaneous
assets.

# Liabilities and
Stockholders Equity

General.          Our
total liabilities were $2.9 billion at June 30, 2005, an $143.6 million, or
          5.2%, increase compared to December 31, 2004. We utilized Federal Home Loan
Bank           (FHLB) advances and other borrowings and increased deposits to
fund           our lending activities.

29

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Deposits.          Our
total deposits increased by $71.6 million, or 3.8%, to $1.9 billion at June           30,
2005. Time deposits increased $90.8 million, or 9.4%, to $1.1 billion at           June
30, 2005 compared to $967.8 million at December 31, 2004. The increase in           our
time deposits was primarily the result of two promotions held during the six
          months ended June 30, 2005 to attract new deposit accounts and establish new
          customer relationships. The weighted average rate
          of our time deposits was 3.21% at June 30, 2005 compared to 2.77% at December
          31, 2004. Money market accounts totaled $331.3 million at June 30, 2005, an
          increase of $40.2 million, or 13.8%, compared to $291.1 million at December 31,
          2004. The increase in our money market accounts was attributable to customers
          transitioning to this product from other transaction accounts due to the rising
          interest rate environment. The weighted average rate of our money market
          accounts was 1.61% at June 30, 2005 compared to 1.09% at December 31, 2004. Our
          interest-bearing checking accounts totaled $369.8 million at June 30, 2005, a
          $44.3 million, or 10.7%, decrease compared to $414.1 million at December 31,
          2004. Noninterest-bearing checking accounts totaled $107.8 million at June 30,
          2005, a decrease of $4.4 million, or 4.0%, compared to $112.2 million at
          December 31, 2004. The decrease in interest-bearing and noninterest-bearing
          checking accounts was primarily the result of customer migration to money
market           and time deposit accounts due to a rising interest rate environment.
Brokered           time deposits (included in our time deposits) amounted to $70.1
million at June           30, 2005, a decrease of $54.5 million, or 43.7% compared to
$124.6 million at           December 31, 2004. Brokered time deposits maturing during the
six months ended           June 30, 2005 totaled $94.2 million which was partially offset
by the purchase           of $40.0 million of brokered time deposits. We utilize brokered
time deposits as           an additional funding source for loan origination and purchase
activity.

FHLB
Advances and Other Borrowings. Our FHLB advances and other borrowings
amounted to $917.3 million at June 30, 2005, a $75.6 million, or 9.0%, increase compared
to $841.7 million at December 31, 2004. The increase in FHLB advances and other borrowings
at June 30, 2005 was primarily attributable to $125.0 million of convertible fixed-rate
advances from the FHLB partially offset by the repayment of $30.4 million of FHLB advances
and a $31.7 million reduction in our outstanding line of credit with the FHLB. We have
utilized FHLB advances to augment deposits as a funding source for loan origination and
purchase activity. Our outstanding line of credit with the FHLB was $229.5 million at June
30, 2005 compared to $261.2 million at December 31, 2004. The weighted average rate of our
FHLB advances and other borrowings was 3.65% at June 30, 2005, an increase of 40 basis
points compared to 3.25% at December 31, 2004. The increase in the weighted average rate
of our FHLB advances and other borrowings was primarily attributable to rising interest
rates on our short-term advances and a change in the composition of our FHLB advances and
other borrowings during the six months ended June 30, 2005.

30

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Stockholders
Equity. At June 30, 2005, stockholders equity totaled $289.6 million,
an increase of $12.6 million, or 4.5%, from December 31, 2004. The increase in
stockholders equity primarily reflects net income of $14.8 million during the six
months ended June 30, 2005, $1.8 million related to common stock earned by participants in
the Employee Stock Ownership Plan (ESOP) and $1.6 million related to
amortization of awards under the 2003 Management Recognition and Retention Plan
(MRRP) partially offset by the purchase of 147,289 shares of common stock at a
cost of $3.6 million and $1.8 million in cash dividends paid to the Companys
stockholders. The Company paid cash dividends of $0.05 per common share on March 31, 2005
to shareholders of record on March 15, 2005 and $0.06 per common share on June 30, 2005 to
shareholders of record on June 15, 2005. For further discussion regarding the
Companys common stock repurchases, see Part II, Item 2 Unregistered Sales of
Equity Securities and Use of Proceeds.

31

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Comparison of
Operating Results for the Three and Six Months Ended June 30, 2005 and June 30, 2004

Net
Income. Net income for the three months ended June 30, 2005 was $7.6
million, or $0.46 per diluted share ($0.47 per basic share), compared to net income of
$5.6 million, or $0.32 per diluted share ($0.33 per basic share), for the three months
ended June 30, 2004. Net income for the six months ended June 30, 2005 was $14.8 million,
or $0.89 per diluted share ($0.91 per basic share), compared to net income of $11.6
million, or $0.66 per diluted share ($0.67 per basic share), for the six months ended June
30, 2004.

Net
Interest Income. Net interest income is the principal source of earnings
for the Company, and consists primarily of interest income on loans receivable and
investment and mortgage-backed securities, offset by interest expense on deposits and
borrowed funds. Net interest income is determined by interest rate spread (i.e., the
difference between the yields earned on interest-earning assets and the rates paid on
interest-bearing liabilities) and also by the amount of interest-earning assets relative
to interest-bearing liabilities. Generally, we are able to increase our net interest
income at a faster pace when the spread between short-term and long-term U.S. Treasury
rates is positive, due to funding costs being more directly tied to shorter-term rates,
while loan rates are tied to intermediate to longer-term rates. Net interest income before
provision for loan losses was $25.7 million for the three months ended June 30, 2005, an
increase of $8.6 million, or 50.0%, compared to $17.1 million for the three months ended
June 30, 2004. For the six months ended June 30, 2005, our net interest income totaled
$50.0 million, an increase of $15.2 million, or 43.4%, compared to $34.9 million for the
six months ended June 30, 2004. The increases in net interest income were attributable to
the continued growth of our loan portfolio and increased yields on interest-earning
assets.

32

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Our
average interest rate spread for the three months ended June 30, 2005 and June 30, 2004
was 3.32% and 2.84%, respectively. Our average interest rate spread increased to 3.28% for
the six months ended June 30, 2005 compared to 2.92% for the six months ended June 30,
2004. The average yield on interest-earning assets for the three months ended June 30,
2005 was 5.92%, a 77 basis point increase compared to 5.15% for the three months ended
June 30, 2004. The average yield on interest-earning assets for the six months ended June
30, 2005 was 5.77% compared to 5.22% for the six months ended June 30, 2004, an increase
of 55 basis points. Our net interest margin (net interest income divided by average
interest-earning assets) for the three and six month periods ended June 30, 2005 was 3.56%
and 3.51%, respectively, compared to 3.15% and 3.25% for the three and six month periods ended
June 30, 2004, respectively. The increase in our average interest rate spread and net
interest margin was primarily due to an increase in the average balance of
interest-earning assets coupled with the increase in the average yield earned on
interest-earning assets. The ratio of average interest-earning assets to average
interest-bearing liabilities declined to 110.02% and 110.13% for the three and six months
ended June 30, 2005, respectively, compared to 116.04% and 116.63% for the three and six
months ended June 30, 2004, respectively. This decrease was the result of a $37.7 million
and $44.1 million decline in the average balance of net interest earning assets for the
three and six months ended June 30, 2005, respectively, resulting primarily from
recognition of goodwill associated with the UNFC acquisition and funding of the
Companys stock repurchase program.

Interest
Income.Our total interest income for the three months ended June 30, 2005 was
$42.7 million, a $14.7 million, or 52.7%, increase compared to $28.0 million for the three
months ended June 30, 2004. Interest income on loans receivable increased $13.6 million,
or 50.1%, to $40.6 million for the three months ended June 30, 2005 compared to $27.1
million for the three months ended June 30, 2004. The average balance of loans receivable
during the three months ended June 30, 2005 was $2.7 billion, an increase of $593.3
million, or 28.4%, compared to $2.1 billion for the three months ended June 30, 2004. The
average yield earned on the loan portfolio was 6.07% and 5.19% for the three months ended
June 30, 2005 and June 30, 2004, respectively.

For
the six months ended June 30, 2005 our interest income totaled $82.2 million, a $26.2
million, or 46.7%, increase compared to $56.1 million for the six months ended June 30,
2004. The average balance of loans receivable totaled $2.6 billion for the six months
ended June 30, 2005, an increase of $584.2 million, or 28.4%, compared to $2.1 billion for
the six months ended June 30, 2004. The average yield earned on the loan portfolio was
5.92% and 5.28% for the six months ended June 30, 2005 and June 30, 2004, respectively.

The
increase in interest income for the three and six month periods ended June 30, 2005 was
primarily attributable to increases in the average balances of loans receivable and
average yield earned on the loan portfolio. The increase in the average balance of loans
receivable was the result of loans acquired from the UNFC acquisition and our loan
origination and purchase activities. The increase in the average yield earned on loans
receivable was the result of our strategy to sustain our loan portfolio holdings of loans
with relatively higher yields, adjustable interest rates and/or shorter terms to maturity.

33

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Interest
Expense.Our total interest expense for the three months ended June 30, 2005 was
$17.0 million, a $6.2 million, or 57.0%, increase compared to $10.8 million for the three
months ended June 30, 2004. Interest expense on deposits totaled $9.9 million for the
three months ended June 30, 2005, an increase of $4.1 million, or 69.0%, compared to $5.9
million for the three months ended June 30, 2004. The average balance of interest-bearing
deposits totaled $1.8 billion for the three months ended June 30, 2005, an increase of
$581.2 million, or 46.4%, compared to $1.3 billion for the three months ended June 30,
2004. The average rate paid on interest-bearing deposits was 2.17% for the three months
ended June 30, 2005 compared to 1.88% for the three months ended June 30, 2004. Interest
expense on FHLB advances and other borrowings increased $2.1 million, or 42.8%, to $7.1
million for the three months ended June 30, 2005 compared to $5.0 million for the three
months ended June 30, 2004. The average balance of our FHLB advances and other borrowings
increased $167.0 million, or 26.9%, to $787.9 million for the three months ended June 30,
2005 compared to $620.8 million for the three months ended June 30, 2004. The average rate
paid on our FHLB advances and other borrowings was 3.60% and 3.20% for the three months
ended June 30, 2005 and June 30, 2004, respectively.

Our
total interest expense for the six months ended June 30, 2005 totaled $32.2 million, an
$11.0 million, or 51.9%, increase compared to $21.2 million for the six months ended June
30, 2004. Interest expense on deposits amounted to $18.8 million for the six months ended
June 30, 2005, an increase of $7.3 million, or 63.3%, compared to $11.5 million for the
six months ended June 30, 2004. The average balance of interest-bearing deposits totaled
$1.8 billion for the six months ended June 30, 2005, an increase of $588.3 million, or
47.7%, compared to $1.2 billion for the six months ended June 30, 2004. The average rate
paid on interest-bearing deposits was 2.07% for the six months ended June 30, 2005
compared to 1.87% for the six months ended June 30, 2004. Interest expense on FHLB
advances and other borrowings totaled $13.4 million for the six months ended June 30,
2005, an increase of $3.7 million, or 38.4%, compared to $9.7 million for the six months
ended June 30, 2004. The average balance of our FHLB advances and other borrowings totaled
$765.8 million for the six months ended June 30, 2005, an increase of $157.3 million, or
25.9%, compared to $608.5 million for the six months ended June 30, 2004. The average rate
paid on our FHLB advances and other borrowings was 3.49% and 3.17% for the six months
ended June 30, 2005 and June 30, 2004, respectively.

The
primary reason for the increase in interest expense for the three and six month periods
ended June 30, 2005 was the increase in the average balance of interest-bearing deposits
which was attributable to deposits acquired in the UNFC transaction. Additionally, the
increase in interest expense was also attributable to an increase in the average balance
of FHLB advances and other borrowings and increased interest rates.

34

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Average
Balances, Net Interest Income, Yields Earned and Cost of Funds.The following
tables show for the periods indicated the total dollar amount of interest from average
interest-earning assets and the resulting yields, as well as the interest expense on
average interest-bearing liabilities, expressed both in dollars and rates, interest rate
spread and net interest margin. All average balances are based on daily balances.

|                                                                                                                                    | Three Months Ended June 30,
|----------------------------------------------------------------------------------------------------------------------------------- | ---------------------------
|
|
|Interest-earning assets:                                                                                                            |                            
|Investment securities (1)                                                                                                           |                            
|Mortgage-backed securities (1)                                                                                                      |                            
|Loans receivable (2)                                                                                                                |                            
|                                                                                                                                   
|Total interest-earning assets                                                                                                       |                            
|Noninterest-earning assets                                                                                                          |                            
|                                                                                                                                   
|Total assets                                                                                                                        |                            
|                                                                                                                                   
|Interest-bearing liabilities:                                                                                                       |                            
|Interest-bearing checking accounts                                                                                                  |                            
|Savings accounts                                                                                                                    |                            
|Money market accounts                                                                                                               |                            
|Time deposits                                                                                                                       |                            
|                                                                                                                                   
|Total interest-bearing deposits                                                                                                     |                            
|Federal Home Loan Bank                                                                                                              |                            
|advances and other borrowings                                                                                                       |                            
|                                                                                                                                   
|Total interest-bearing liabilities                                                                                                  |                            
|Noninterest-bearing accounts                                                                                                        |                            
|Other liabilities                                                                                                                   |                            
|                                                                                                                                   
|Total liabilities                                                                                                                   |                            
|Stockholders' equity                                                                                                                |                            
|                                                                                                                                   
|Total liabilities and stockholders' equity                                                                                          |                            
|                                                                                                                                   
|Net interest-earning assets                                                                                                         |                            
|Net interest income; average                                                                                                        |                            
|interest rate spread                                                                                                                |                            
|Net interest margin (3)                                                                                                             |                            
|Average interest-earning assets to average                                                                                          |                            
|interest-bearing liabilities                                                                                                        |                            
|                                                                                                                                   
|(1)  Includes securities available for sale and held to maturity.  Investment securities also include Federal Home Loan Bank stock.
|(2)  Includes nonaccrual loans during the respective periods.  Calculated net of unamortized premiums, discounts and deferred fees,
|undisbursed portion of construction and land development loans in process and allowance for loan losses.                           
|(3)  Equals net interest income (annualized) divided by average interest-earning assets.                                           
|                                                                                                                                   

35

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

|                                                                                                                                   | Six Months Ended June 30,
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------------
|
|
|Interest-earning assets:                                                                                                           |                          
|Investment securities (1)                                                                                                          |                          
|Mortgage-backed securities (1)                                                                                                     |                          
|Loans receivable (2)                                                                                                               |                          
|                                                                                                                                  
|Total interest-earning assets                                                                                                      |                          
|Noninterest-earning assets                                                                                                         |                          
|                                                                                                                                  
|Total assets                                                                                                                       |                          
|                                                                                                                                  
|Interest-bearing liabilities:                                                                                                      |                          
|Interest-bearing checking accounts                                                                                                 |                          
|Savings accounts                                                                                                                   |                          
|Money market accounts                                                                                                              |                          
|Time deposits                                                                                                                      |                          
|                                                                                                                                  
|Total interest-bearing deposits                                                                                                    |                          
|Federal Home Loan Bank                                                                                                             |                          
|advances and other borrowings                                                                                                      |                          
|                                                                                                                                  
|Total interest-bearing liabilities                                                                                                 |                          
|Noninterest-bearing accounts                                                                                                       |                          
|Other liabilities                                                                                                                  |                          
|                                                                                                                                  
|Total liabilities                                                                                                                  |                          
|Stockholders' equity                                                                                                               |                          
|                                                                                                                                  
|Total liabilities and stockholders' equity                                                                                         |                          
|                                                                                                                                  
|Net interest-earning assets                                                                                                        |                          
|Net interest income; average                                                                                                       |                          
|interest rate spread                                                                                                               |                          
|Net interest margin (3)                                                                                                            |                          
|Average interest-earning assets to average                                                                                         |                          
|interest-bearing liabilities                                                                                                       |                          
|                                                                                                                                  
|(1)  Includes securities available for sale and held to maturity. Investment securities also include Federal Home Loan Bank stock.
|(2)  Includes nonaccrual loans during the respective periods. Calculated net of unamortized premiums, discounts and deferred fees,
|undisbursed portion of construction and land development loans in process and allowance for loan losses.                          
|(3)  Equals net interest income (annualized) divided by average interest-earning assets.                                          
|                                                                                                                                  

36

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Rate/Volume
Analysis. The following table shows the extent to which changes in interest
rates and changes in the volume of interest-related assets and liabilities affected our
interest income and expense during the periods indicated. For each category of
interest-earning assets and interest-bearing liabilities, information is provided on
changes attributable to (i) changes in rate (change in rate multiplied by prior year
volume) and (ii) changes in volume (change in volume multiplied by prior year rate). The
combined effect of changes in both rate and volume has been allocated proportionately to
the change due to rate and the change due to volume.

|                                                                                                              | Three Months Ended June 30, 2005
Compared to
Three Months Ended June 30, 2004 | Six Months Ended June 30, 2005
Compared to
Six Months Ended June 30, 2004
|------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | -------------------------------------------------------------------------
|
|
|Interest income:                                                                                              |                                                                               |                                                                          
|Investment securities                                                                                         |                                                                               |                                                                          
|Mortgage-backed securities                                                                                    |                                                                               |                                                                          
|Loans receivable (1)                                                                                          |                                                                               |                                                                          
|                                                                                                             
|Total interest income                                                                                         |                                                                               |                                                                          
|                                                                                                             
|Interest expense:                                                                                             |                                                                               |                                                                          
|Interest-bearing checking accounts                                                                            |                                                                               |                                                                          
|Savings accounts                                                                                              |                                                                               |                                                                          
|Money market accounts                                                                                         |                                                                               |                                                                          
|Time deposits                                                                                                 |                                                                               |                                                                          
|                                                                                                             
|Total deposits                                                                                                |                                                                               |                                                                          
|Federal Home Loan Bank advances                                                                               |                                                                               |                                                                          
|and other borrowings                                                                                          |                                                                               |                                                                          
|                                                                                                             
|Total interest expense                                                                                        |                                                                               |                                                                          
|                                                                                                             
|Net change in net interest income                                                                             |                                                                               |                                                                          
|                                                                                                             
|(1)  Calculated net of unamortized premiums, discounts and deferred fees, undisbursed portion of construction
|and land development loans in process and allowance for loan losses.                                         
|                                                                                                             

37

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Provision
for Loan Losses. We made a provision for loan losses of $1.9 million for
the three months ended June 30, 2005 compared to $1.1 million for the three months ended
June 30, 2004, an increase of $818,000, or 74.0%. For the six months ended June 30, 2005
our provision for loan losses totaled $2.7 million, an increase of $672,000, or 33.0%,
compared to $2.0 million for the six months ended June 30, 2004. We have made provisions
in order to maintain the allowance for loan losses at a level we believe, to the best of
our knowledge, covers all known and inherent losses in the portfolio that are both
probable and reasonable to estimate at the relevant date. At June 30, 2005, our total
nonperforming loans amounted to $7.7 million, or 0.27% of net loans, compared to $10.2
million, or 0.39% of net loans, at December 31, 2004. Our total nonperforming assets
totaled $9.9 million, or 0.31%, of total assets at June 30, 2005, compared to $10.6
million, or 0.35%, of total assets at December 31, 2004. During the three months ended
June 30, 2005 and June 30, 2004, we charged-off, net of recoveries, $828,000 and $305,000,
respectively. During the six months ended June 30, 2005 and June 30, 2004, we charged-off,
net of recoveries, $1.2 million and $739,000, respectively. Charge-offs during the six
months ended June 30, 2005 consisted primarily of one multi-family residential loan
acquired in the UNFC transaction combined with automobile and other consumer-related
loans. At June 30, 2005, December 31, 2004 and June 30, 2004, our allowance for loan
losses amounted to 1.00%, 1.01% and 1.00%, respectively, of net loans.

Noninterest
Income.Total noninterest income for the three months ended June 30, 2005 was $6.3
million and was essentially unchanged from the three months ended June 30, 2004.
Noninterest income for the three months ended June 30, 2005 included a $993,000 increase
in deposit account fees, a $497,000 increase in non-deposit and lending related fees and a
$231,000 reduction in mortgage servicing rights amortization expense. These increases were
offset by a $515,000 reduction in gains on the sale of investment securities and loans
held for sale combined with a $123,000 mortgage servicing right impairment for the three
months ended June 30, 2005 rather than the $1.2 million recapture of previous mortgage
servicing right impairments recorded during the three months ended June 30, 2004.

For
the six months ended June 30, 2005, total noninterest income was $12.3 million, a
$577,000, or 4.9%, increase compared to $11.7 million for the six months ended June 30,
2004. The increase was primarily attributable to increases of $1.7 million in deposit
account fees, $1.5 million in non-deposit and lending related fees and a $209,000
reduction in mortgage servicing right amortization expense. These increases were partially
offset by a $1.5 million reduction in other operating income related almost entirely to a
one-time gain in early 2004 associated with the Banks merger of its defined benefit
pension plan with an unrelated third party plan. Additionally, a $1.2 million recapture of previous mortgage servicing right impairments was recorded during the six months ended June 30,
2004 which we did not realize during the six months ended June 30, 2005.

38

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

Noninterest
Expense.Our noninterest expense increased by $4.3 million, or 32.1%, to $17.7
million for the three months ended June 30, 2005 compared to $13.4 million for the three
months ended June 30, 2004. The increase in noninterest expense resulted primarily from a
$2.4 million increase in employee compensation and benefits, a $1.2 million increase in
other operating expenses and a $387,000 increase in occupancy expense. The increase in
noninterest expense for the three months ended June 30, 2005 was primarily attributable to
the August 2004 UNFC acquisition.

Our
noninterest expense increased by $9.7 million, or 37.5%, to $35.7 million for the six
months ended June 30, 2005 compared to $26.0 million for the six months ended June 30,
2004. The increase was primarily the result of a $4.7 million increase in employee
compensation and benefits, a $3.3 million increase in other operating expenses and a $1.1
million increase in occupancy expense. The increase in noninterest expense for the six
months ended June 30, 2005 was primarily the result of expenses incurred as a result of
the UNFC acquisition.

Income
Tax Expense.Our income tax expense increased by $1.5 million, or 43.5%, to $4.8
million for the three months ended June 30, 2005 compared to $3.3 million for the same
period in 2004. For the six months ended June 30, 2005 our income tax expense totaled $9.1
million, an increase of $2.2 million, or 31.2%, compared to $6.9 million for the six
months ended June 30, 2004. The increase in income tax expense for the three and six
months ended June 30, 2005 compared to the same periods in 2004 was primarily due to an
increase in net income and an increase in our effective income tax rate. The effective
income tax rate for the three months ended June 30, 2005 was 38.7% compared to 37.5% for
the three months ended June 30, 2004. Our effective income tax rate for the six months
ended June 30, 2005 was 38.1% compared to 37.4% for the six months ended June 30, 2004.

39

---

# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Liquidity

Our
primary sources of funds are deposits, amortization of loans, loan prepayments and
maturity of loans, mortgage-backed securities and other investments and other funds
provided from operations. While scheduled payments from the amortization of loans and
mortgage-backed securities and maturing investment securities are relatively predictable
sources of funds, deposit flows and loan and mortgage-backed securities prepayments can be
greatly influenced by general interest rates, economic conditions and competition.
Additionally, we utilize FHLB advances, brokered time deposits and available for sale
loans as additional funding sources.

We
use our liquidity to fund existing and future loan commitments, maturing time deposits and
demand deposit withdrawals, to invest in other interest-earning assets and to meet
operating expenses. At June 30, 2005, we had time deposits maturing within the next 12
months totaling $555.4 million. Based upon historical experience, we anticipate that a
significant portion of the maturing time deposits will be redeposited with us.

In
addition to cash flow from loan and securities payments and prepayments, we have
additional borrowing capacity available to fund our asset growth. We continue to utilize
borrowings as a cost efficient addition to deposits as a source of funds. The average
balance of our FHLB advances and other borrowings was $787.9 million and $620.8 million
for the three months ended June 30, 2005 and June 30, 2004, respectively. The average
balance of our FHLB advances and other borrowings was $765.8 million and $608.5 million
for the six months ended June 30, 2005 and June 30, 2004, respectively. To date,
substantially all of our borrowings have consisted of advances from the FHLB, of which we
are a member. Pursuant to blanket collateral agreements with the FHLB, the Bank pledged
qualifying residential, multi-family residential and commercial real estate mortgages,
residential construction, commercial construction and agricultural real estate loans as
collateral for such advances. Other qualifying collateral can be pledged in the event
additional borrowing capacity is required.

40

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# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Contractual Obligations,
Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements

We
use our liquidity to fund existing and future loan commitments, to fund maturing time
deposits and demand deposit withdrawals, to invest in other interest-earning assets and to
meet operating expenses. At June 30, 2005, we had the following contractual obligations
(excluding bank deposits and interest) and lending commitments:

|                                        | Due In
|--------------------------------------- | ------
|
|Contractual obligations:                |       
|Federal Home Loan Bank advances         |       
|and other borrowings                    |       
|Recourse obligations on assets          |       
|Purchase investment securities          |       
|Annual rental commitments under non-    |       
|cancellable operating leases            |       
|                                       
|Total contractual obligations           |       
|                                       
|Lending commitments:                    |       
|Commitments to originate loans          |       
|Commitments to sell loans               |       
|Commitments to purchase loans           |       
|Undisbursed portion of construction and |       
|land development loans in process       |       
|Standby letters of credit               |       
|Unused lines of credit:                 |       
|Warehouse mortgage lines of credit      |       
|Business loans                          |       
|Consumer loans                          |       
|                                       
|Total lending commitments and           |       
|unused lines of credit                  |       
|                                       

41

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# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

We
have not used any significant off-balance sheet financing arrangements for liquidity
purposes or otherwise. Our primary financial instruments with off-balance sheet risk are
limited to loan servicing for others, our obligations to fund loans to customers pursuant
to existing commitments and commitments to purchase and sell mortgage loans. In addition,
we have certain risks due to limited recourse arrangements on loans serviced for others
and recourse obligations related to loan sales. At June 30, 2005, the maximum total dollar
amount of such recourse was approximately $14.5 million. Based on historical experience,
at June 30, 2005, we had established a liability of $738,000 with respect to this recourse
obligation. In addition, we have not had, and have no intention to have, any significant
transactions, arrangements or other relationships with any unconsolidated, limited purpose
entities.

# Regulatory Capital

At
June 30, 2005, the Banks regulatory capital exceeded regulatory limits set by the
Office of Thrift Supervision. The current regulatory requirements and the Banks
actual levels at June 30, 2005 are set forth in the following table:

|                         | Required Capital | Actual Capital | Excess Capital
|------------------------ | ---------------- | -------------- | --------------
|
|Tangible capital         |                  |                | $             
|Tier 1 (core) capital    |                  |                |               
|Total risk-based capital |                  |                |               
|                        

The
Bank remains classified as a well capitalized financial institution under
Federal regulatory guidelines.

42

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# TierOne Corporation
and SubsidiariesManagements Discussion and Analysis of Financial Condition  and
Results of Operations

# Selected Operating
Ratios

Selected
operating and other ratios (annualized where appropriate) at or for the three and six
months ended June 30, 2005 and June 30, 2004 are presented in the following table:

|                                                                                                                  | At or for the
Three Months Ended
June 30, | At or for the
Six Months Ended
June 30,
|----------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------
|
|Selected Operating Ratios:                                                                                        |                                           |                                        
|Average yield on interest-earning assets                                                                          |                                           |                                        
|Average rate on interest-bearing liabilities                                                                      |                                           |                                        
|Average interest rate spread                                                                                      |                                           |                                        
|Net interest margin                                                                                               |                                           |                                        
|Average interest-earning assets to average                                                                        |                                           |                                        
|interest-bearing liabilities                                                                                      |                                           |                                        
|Net interest income after provision for loan                                                                      |                                           |                                        
|losses to noninterest expense                                                                                     |                                           |                                        
|Total noninterest expense to average assets                                                                       |                                           |                                        
|Efficiency ratio (1)                                                                                              |                                           |                                        
|Return on average assets                                                                                          |                                           |                                        
|Return on average equity                                                                                          |                                           |                                        
|Average equity to average assets                                                                                  |                                           |                                        
|Other Ratios:                                                                                                     |                                           |                                        
|Nonperforming loans as a percent of net loans                                                                     |                                           |                                        
|Nonperfoming assets as a percent of total assets                                                                  |                                           |                                        
|Allowance for loan losses as a percent of                                                                         |                                           |                                        
|nonperforming loans                                                                                               |                                           |                                        
|Allowance for loan losses as a percent of net loans                                                               |                                           |                                        
|                                                                                                                 
|(1)  Efficiency ratio is calculated as total noninterest expense, less amortization expense of intangible assets,
|as a percentage of the sum of net interest income and noninterest income.                                        
|                                                                                                                 

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# Item 3 
Quantitative and Qualitative Disclosures About Market Risk.

For
a discussion of our asset and liability management policies as well as the methods used to
manage our exposure to the risk of loss from adverse changes in market prices and rates
market, see Managements Discussion and Analysis of Financial Condition and
Results of Operations  How We Manage Our Risks and Quantitative and
Qualitative Disclosures About Market Risk in the Companys Annual Report on
Form 10-K for the year ended December 31, 2004. There has been no material change in our
market risk position since our prior disclosures.

# Item 4  Controls
and Procedures.

Our
management evaluated, with the participation of our Chief Executive Officer and Chief
Financial Officer, the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this report. Based on such
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that
our disclosure controls and procedures were effective as of the date of such evaluation to
ensure that material information relating to us, including our consolidated subsidiaries,
was made known to them by others within those entities, particularly during the period in
which this report was being prepared. There was no change in our internal control over
financial reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

44

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# PART II  OTHER
INFORMATION

# Item 1  Legal
Proceedings.

There
have been no substantive changes with respect to legal proceedings during the three and
six months ended June 30, 2005. Disclosures regarding legal proceedings are incorporated
by reference to Part I, Item 3, Legal Proceedings in the Companys Annual
Report on Form 10-K for the year ended December 31, 2004.

# Item 2 
Unregistered Sales of Equity Securities and Use of Proceeds.

The
following table details the Companys purchases of common stock during the three
months ended June 30, 2005:

|                                  | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs* | Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs
|--------------------------------- | -------------------------------- | ---------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------------------------------------
|April 2005                        |                                  |                              |                                                                                   |                                                                           
|Beginning Date - April 1, 2005    |                                  |                             
|Ending Date - April 30, 2005      |                                  |                              |                                                                                   | 6,489                                                                     
|May 2005                          |                                  |                             
|Beginning Date - May 1, 2005      |                                  |                             
|Ending Date - May 31, 2005        |                                  |                              |                                                                                   | --                                                                        
|June 2005                         |                                  |                             
|Beginning Date - June 1, 2005     |                                  |                             
|Ending Date - June 30, 2005       |                                  |                              |                                                                                   | --                                                                        
|                                 
|Total shares purchased during the |                                  |                             
|three months ended June 30, 2005  |                                  |                              |                                                                                   | 6,489                                                                     
|                                 

* Information related to the
Companys publicly announced plan authorizing purchases of its common stock during
the three months ended June 30, 2005, is as follows:

|Date Purchase Plan Announced | Number of Shares Approved for Purchase | Expiration Date of Purchase Plan
|---------------------------- | -------------------------------------- | --------------------------------
|July 27, 2004                | 1,828,581                              | No stated expiration date       
|                            

45

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# Item 3  Defaults
Upon Senior Securities.

There are no matters required to be
reported under this item.

# Item 4  Submission
of Matters to a Vote of Security Holders.

At the Companys Annual Meeting
of Shareholders held on May 2, 2005, the following individuals were elected to the
Companys Board of Directors:

|Proposal                    | For        | Withheld / Against | Abstain | Broker Non-Votes
|--------------------------- | ---------- | ------------------ | ------- | ----------------
|James A. Laphen             | 13,745,582 | 676,255            | N/A     | N/A             
|Campbell R. McConnell, Ph.D | 13,545,537 | 876,300            | N/A     | N/A             

The terms of office for the following
directors continued after the Companys Annual Meeting of Shareholders: Gilbert G.
Lundstrom, Esq. and Joyce Person Pocras (terms expire in 2006) and Ann Lindley Spence and
Charles W. Hoskins (terms expire in 2007).

# Item 5  Other
Information.

There are no matters required to be
reported under this item.

# Item 6  Exhibits.

The exhibits filed or incorporated as
part of this Form 10-Q are specified in the Exhibit Index.

46

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# SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                      |                                                  
|--------------------- | -------------------------------------------------
|                      | TIERONE CORPORATION                              
|Date:  August 5, 2005 | By:  /s/ Gilbert G. Lundstrom                    
|                      | Gilbert G. Lundstrom                             
|                      | Chairman of the Board and Chief Executive Officer
|Date:  August 5, 2005 | By:  /s/ Eugene B. Witkowicz                     
|                      | Eugene B. Witkowicz                              
|                      | Executive Vice President and                     
|                      | Chief Financial Officer                          

47

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# EXHIBIT INDEX

|No.  | Exhibits                                                                                          
|---- | --------------------------------------------------------------------------------------------------
|31.1 | Section 302 Certification of the Chief Executive Officer                                          
|31.2 | Section 302 Certification of the Chief Financial Officer                                          
|32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|    

48