SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM 10-Q

(Mark One)

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

      For the quarterly period ended March 31, 2003

                                       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             (I.R.S. Employer Identification No.)
Incorporation or Organization)

            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 |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of May 9, 2003, a total of
22,575,075 shares of the Registrant's common stock were issued and outstanding.
<PAGE>

                         PART I - FINANCIAL INFORMATION

Interim financial information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-K is included in this Form 10-Q as referenced below.

                                                                            Page

Item 1 - Financial Statements .............................................    3

Item 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations ........................................   14

Item 3 - Quantitative and Qualitative Disclosures About Market Risk .......   25

Item 4 - Controls and Procedures ..........................................   25

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings ................................................   26

Item 2 - Changes in Securities and Use of Proceeds ........................   26

Item 3 - Defaults Upon Senior Securities ..................................   26

Item 4 - Submission of Matters to a Vote of Security Holders ..............   26

Item 5 - Other Information ................................................   27

Item 6 - Exhibits and Reports on Form 8-K .................................   27

Signatures ................................................................   29


                                       2
<PAGE>

                      TierOne Corporation and Subsidiaries
                           Consolidated Balance Sheets
                March 31, 2003 (Unaudited) and December 31, 2002
                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                       March 31, 2003    December 31, 2002
                                                                       --------------    -----------------
<S>                                                                      <C>                <C>
Assets

Cash and due from banks                                                  $    26,720        $    33,037
Federal funds sold                                                                --                 --
                                                                         -----------        -----------
            Total cash and cash equivalents                                   26,720             33,037

Investment securities:
         Held to maturity                                                        153                157
         Available for sale                                                   34,668             30,546
Mortgage-backed securities, available for sale                               110,547             30,369
Loans held for sale                                                           10,874              8,504
Loans receivable, net                                                      1,875,191          1,765,744
Federal Home Loan Bank stock                                                  29,069             21,459
Premises and equipment, net                                                   28,139             26,810
Accrued interest receivable                                                    9,480              9,084
Other assets                                                                  20,062             19,825
                                                                         -----------        -----------
            Total assets                                                 $ 2,144,903        $ 1,945,535
                                                                         ===========        ===========

Liabilities and Shareholders' Equity

Liabilities:
   Deposits                                                              $ 1,155,049        $ 1,128,880
   Advances from Federal Home Loan Bank and other borrowings                 582,115            418,329
   Advance payments from borrowers for taxes, insurance and
      other escrow funds                                                      30,267             29,453
   Accrued interest payable                                                    6,433              6,812
   Accrued expenses and other liabilities                                     24,875             22,165
                                                                         -----------        -----------
            Total liabilities                                              1,798,739          1,605,639
                                                                         -----------        -----------

Shareholders' 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;
      22,575,075 shares issued and outstanding                                   226                226
   Additional paid-in capital                                                355,948            355,741
   Retained earnings, substantially restricted                                 7,713              2,018
   Unallocated common stock held by Employee Stock
      Ownership Plan                                                         (17,308)           (17,684)
   Accumulated other comprehensive loss                                         (415)              (405)
                                                                         -----------        -----------
            Total shareholders' equity                                       346,164            339,896

Commitments and contingent liabilities
                                                                         -----------        -----------
            Total liabilities and shareholders' equity                   $ 2,144,903        $ 1,945,535
                                                                         ===========        ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                      TierOne Corporation and Subsidiaries
                        Consolidated Statements of Income
             Three Months Ended March 31, 2003 and 2002 (Unaudited)
                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                 March 31,
                                                                        --------------------------
                                                                             2003        2002
                                                                           --------     -------
<S>                                                                        <C>          <C>
Interest income:
   Loans receivable                                                        $ 26,793     $23,143
   Investment securities                                                      1,032       1,244
   Other interest-earning assets                                                 99         198
                                                                           --------     -------
         Total interest income                                               27,924      24,585
                                                                           --------     -------
Interest expense:
   Deposits                                                                   6,223       8,159
   Advances from Federal Home Loan Bank and other borrowings                  4,064       2,920
                                                                           --------     -------
         Total interest expense                                              10,287      11,079
                                                                           --------     -------
         Net interest income                                                 17,637      13,506
Provision for loan losses                                                     1,172         564
                                                                           --------     -------
         Net interest income after provision for loan losses                 16,465      12,942
                                                                           --------     -------
Other income:
   Fees and service charges                                                     967       1,816
   Income (loss) from real estate operations, net                               (18)        149
   Net gain on sales of:
      Loans held for sale                                                     1,955         705
      Real estate owned                                                          14          --
   Other operating income                                                       711         570
                                                                           --------     -------
         Total other income                                                   3,629       3,240
                                                                           --------     -------
Other expense:
   Salaries and employee benefits                                             6,319       5,146
   Occupancy, net                                                             1,431       1,438
   Data processing                                                              411         364
   Advertising                                                                  724         947
   Other operating expense                                                    2,208       1,816
                                                                           --------     -------
         Total other expense                                                 11,093       9,711
                                                                           --------     -------
         Income before income taxes                                           9,001       6,471
Income tax expense                                                            3,306       2,336
                                                                           --------     -------
         Net income                                                        $  5,695     $ 4,135
                                                                           ========     =======
Net income per common share, basic and diluted*                            $   0.27
                                                                           ========
Average common shares outstanding (000's)*                                   20,826
                                                                           ========
</TABLE>

*     Information applicable to post stock conversion period only. The Company
      completed its initial public offering on October 1, 2002.

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      TierOne Corporation and Subsidiaries
           Consolidated Statements of Changes in Shareholders' Equity
                            and Comprehensive Income
                  Three Months Ended March 31, 2003 (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                 Retained     Unallocated common   Accumulated
                                                  Additional     earnings,     stock held by the      other          Total
                                       Common      paid-in     substantially    Employee Stock    comprehensive  shareholders'
                                        stock      capital       restricted     Ownership Plan         loss          equity
                                       ------     ----------   -------------  ------------------  -------------  -------------
<S>                                     <C>        <C>            <C>              <C>                <C>          <C>
Balance at December 31, 2002            $226       $355,741       $2,018           $(17,684)          $(405)       $ 339,896
                                        ----       --------       ------           --------           -----        ---------

Common stock allocated
   to participants in Employee
   Stock Ownership Plan                   --            207           --                376              --              583
Comprehensive income:
   Net income                             --             --        5,695                 --              --            5,695
   Change in unrealized
      loss on available for
      sale securities, net
      of tax and reclassification
      adjustment                          --             --           --                 --             (10)             (10)
                                        ----       --------       ------           --------           -----        ---------

Total comprehensive income                --             --        5,695                 --             (10)           5,685
                                        ----       --------       ------           --------           -----        ---------

Balance at March 31, 2003               $226       $355,948       $7,713           $(17,308)          $(415)       $ 346,164
                                        ====       ========       ======           ========           =====        =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                      TierOne Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
             Three Months Ended March 31, 2003 and 2002 (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                               March 31,
                                                                                        ----------------------
                                                                                           2003         2002
                                                                                        ---------     --------
<S>                                                                                     <C>           <C>
Reconciliation of net income to net cash provided by (used in) operating activities:

   Net income                                                                           $   5,695     $  4,135
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Net amortization (accretion) of investment and mortgage-backed securities                 5          (46)
      Depreciation and amortization                                                           670          545
      Employee Stock Ownership Plan expense                                                   583           --
      Amortization on loans receivable, net                                                 1,115          236
      Deferred income tax expense (benefit)                                                   (97)          40
      Provision for loan losses                                                             1,172          564
      Proceeds from sales of loans held for sale                                          140,590       85,724
      Originations and purchases of loans held for sale                                  (141,005)     (85,773)
      Net gain on sales of:
         Loans receivable held for sale                                                    (1,955)        (705)
         Real estate owned                                                                    (14)          --
         Premises and equipment                                                                --           (3)
      Changes in certain assets and liabilities:
         Accrued interest receivable                                                         (396)         181
         Other assets                                                                         (43)      (1,325)
         Accrued interest payable                                                            (379)        (387)
         Accrued expenses and other liabilities                                             2,710       (8,365)
                                                                                        ---------     --------
            Net cash provided by (used in) operating activities                             8,651       (5,179)
                                                                                        ---------     --------

Cash flows from investing activities:

   Purchase of investment and mortgage-backed securities, available for sale              (90,000)     (33,835)
   Proceeds from maturities of investment securities, available for sale                    2,000       12,490
   Proceeds from principal repayments of investment
    and mortgage-backed securities                                                          3,684       10,682
   Decrease (increase) in loans receivable                                               (112,409)      27,410
   Sale of Federal Home Loan Bank stock                                                        --        2,931
   Purchase of Federal Home Loan Bank stock                                                (7,610)        (776)
   Additions to premises and equipment                                                     (1,999)      (4,424)
   Proceeds from sale of premises and equipment                                                --            9
   Proceeds from sale of real estate owned                                                    597          170
                                                                                        ---------     --------
         Net cash provided by (used in) investing activities                             (205,737)      14,657
                                                                                        ---------     --------
</TABLE>

See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

                      TierOne Corporation and Subsidiaries
                Consolidated Statements of Cash Flows (continued)
             Three Months Ended March 31, 2003 and 2002 (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                   March 31,
                                                                            ----------------------
                                                                               2003         2002
                                                                            ---------     --------
<S>                                                                         <C>           <C>
Cash flows from financing activities:

   Net increase in deposits                                                    26,169       25,828
   Net increase (decrease) in advance payments from borrowers for taxes,
      insurance and other escrow funds                                            814       (4,366)
   Proceeds from Federal Home Loan Bank advances                              145,000           --
   Repayments of Federal Home Loan Bank advances                              (20,000)          --
   Net advances (repayments) on Federal Home Loan Bank
      line of credit and other borrowings                                      38,786      (43,100)
                                                                            ---------     --------
         Net cash provided by (used in) financing activities                  190,769      (21,638)
                                                                            ---------     --------
         Net decrease in cash and cash equivalents                             (6,317)     (12,160)

Cash and cash equivalents at beginning of period                               33,037       34,441
                                                                            ---------     --------
Cash and cash equivalents at end of period                                  $  26,720     $ 22,281
                                                                            =========     ========

Supplemental disclosures of cash flow information:
   Cash paid during period for:

      Interest                                                              $  10,666     $  8,728
      Income taxes, net of refunds                                          $     436     $    547
                                                                            =========     ========

Noncash investing activities:
   Transfers from loans to real estate owned and
      other assets through foreclosure                                      $     675     $    253
                                                                            =========     ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                      TierOne Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (unaudited)

1. Basis of Presentation

      TierOne Corporation (the "Company") is a Wisconsin corporation
headquartered in Lincoln, Nebraska. TierOne Corporation became the bank holding
company for TierOne Bank (the "Bank") in connection with the public stock
conversion of TierOne Bank which was completed in October 2002. TierOne Bank
operates from 58 banking offices located in Nebraska, southwest Iowa and
northern Kansas and two loan production offices in Colorado.

2. Basis of Consolidation

      The consolidated financial statements include the accounts of the Bank and
its wholly owned subsidiary, TMS Corporation of the Americas ("TMS"). TMS is the
holding company of TierOne Investments and Insurance, Inc., a wholly owned
subsidiary that administers the sale of insurance and securities products and
TierOne Reinsurance Company, which reinsures credit life and disability
insurance policies.

      The accompanying interim consolidated financial statements as of March 31,
2003 and for the three month periods ended March 31, 2003 and 2002 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. The interim consolidated financial statements should be
read in conjunction with the audited financial statements and notes thereto
included in the Company's Annual Report to Shareholders for the year ended
December 31, 2002. The results of operations for the three months ended March
31, 2003, are not necessarily indicative of the results which may be expected
for the entire calendar year 2003.


                                       8
<PAGE>

                      TierOne Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (unaudited)

3. Investment Securities

      Investment securities at March 31, 2003 and December 31, 2002 are
summarized below:

<TABLE>
<CAPTION>
                                                           Gross Unrealized
                                                        ---------------------
           March 31, 2003               Amortized Cost    Gains       Losses      Fair Value
-------------------------------------   --------------  -------      --------     ----------
                                                        (dollars in thousands)
<S>                                        <C>           <C>         <C>           <C>
Held to Maturity:
   Municipal obligations                   $    153      $   --      $     --      $    153

Available for Sale:
   Mortgage-backed securities               110,142         675           270       110,547
   U.S. government agency obligations            --          --            --            --
   Corporate securities                      29,471          59           867        28,663
   Asset Management Fund - ARM Fund           6,000           5            --         6,005
                                           --------      ------      --------      --------

                                           $145,766      $  739      $  1,137      $145,368
                                           ========      ======      ========      ========

<CAPTION>
                                                           Gross Unrealized
                                                        ---------------------
         December 31, 2002              Amortized Cost    Gains       Losses      Fair Value
-------------------------------------   --------------  -------      --------     ----------
                                                        (dollars in thousands)
<S>                                        <C>           <C>         <C>           <C>
Held to Maturity:
   Municipal obligations                   $    157      $   --      $     --      $    157

Available for Sale:
   Mortgage-backed securities                29,881         488            --        30,369
   U.S. government agency obligations         2,000          --            --         2,000
   Corporate securities                      23,418          16           888        22,546
   Asset Management Fund - ARM Fund           6,000          --            --         6,000
                                           --------      ------      --------      --------

                                           $ 61,456      $  504      $    888      $ 61,072
                                           ========      ======      ========      ========
</TABLE>


                                       9
<PAGE>

                      TierOne Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (unaudited)

4. Loan Portfolio Composition

      Loans receivable at March 31, 2003 and December 31, 2002 are summarized
below.

<TABLE>
<CAPTION>
                                                       March 31, 2003               December 31, 2002
                                                  ------------------------       ------------------------
                                                     Amount            %            Amount            %
-------------------------------------------------------------       ------       -----------       ------
                                                                     (dollars in thousands)
<S>                                               <C>               <C>          <C>               <C>
Real estate loans:
  One-to-four family residential (1)              $   680,287        33.66%      $   573,209        30.00%
  Multi-family residential                             86,273         4.27%           79,953         4.18%
  Commercial real estate and land                     395,208        19.56%          398,076        20.83%
  Residential construction                            170,841         8.45%          156,322         8.18%
  Commercial construction                             142,757         7.06%          143,020         7.49%
                                                  -----------       ------       -----------       ------
     Total real estate loans                        1,475,366        73.00%        1,350,580        70.68%
                                                  -----------       ------       -----------       ------
Commercial business                                    51,099         2.53%           33,375         1.75%
                                                  -----------       ------       -----------       ------
Warehouse mortgage lines of credit                    198,001         9.80%          236,492        12.38%
                                                  -----------       ------       -----------       ------
Consumer loans:
  Home equity                                          35,720         1.77%           37,522         1.96%
  Home equity line of credit                          101,865         5.04%           94,801         4.96%
  Home improvement                                     77,729         3.85%           82,081         4.30%
  Automobile                                           63,983         3.17%           60,707         3.18%
  Other                                                17,019         0.84%           15,131         0.79%
                                                  -----------       ------       -----------       ------
     Total consumer loans                             296,316        14.67%          290,242        15.19%
                                                  -----------       ------       -----------       ------
        Total loans                                 2,020,782       100.00%        1,910,689       100.00%
                                                                    ======                         ======
Less:
  Unearned premiums and discounts                       8,164                          4,688
  Discounts on loans acquired through merger             (162)                          (174)
  Undisbursed portion of construction and
     land loans in process                           (124,142)                      (123,331)
  Deferred loan fees                                     (593)                          (516)
  Allowance for loan losses                           (17,984)                       (17,108)
                                                  -----------                    -----------
     Net loans                                    $ 1,886,065                    $ 1,774,248
                                                  ===========                    ===========

(1) Includes loans held for sale                  $    10,874                    $     8,504
                                                  ===========                    ===========
</TABLE>


                                       10
<PAGE>

                      TierOne Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (unaudited)

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

<TABLE>
<CAPTION>
                                                                At or for the
                                                             Three Months Ended
                                                                  March 31,
                                                          ------------------------
                                                            2003            2002
                                                          --------        --------
                                                           (dollars in thousands)
<S>                                                       <C>             <C>
Allowance for loan losses, beginning of period            $ 17,108        $ 13,464

Provision for loan losses                                    1,172             564
Charge-offs                                                   (345)           (204)
Recoveries on loans previously charged off                      49              19
                                                          --------        --------
Allowance for loan losses, end of period                  $ 17,984        $ 13,843
                                                          ========        ========

Allowance for loan losses as a percent of
   net loans, exclusive of allowance for loan losses          0.94%           1.00%
</TABLE>


                                       11
<PAGE>

                      TierOne Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (unaudited)

      The following table sets forth information with respect to nonperforming
assets and troubled debt restructurings at the dates indicated. It is our policy
to cease accruing interest on loans 90 days or more past due and to charge off
all accrued interest.

<TABLE>
<CAPTION>
                                                                        March 31,    December 31,
                                                                          2003           2002
                                                                        ---------    ------------
                                                                         (dollars in thousands)
<S>                                                                      <C>            <C>
   Non-accruing loans:
     One-to-four family residential                                      $  675         $1,161
     Multi-family residential                                                --             --
     Commercial real estate and land                                      3,795          3,795
     Residential construction                                               290            106
     Commercial construction                                                 --             --
     Commercial business loans                                               --             --
     Warehouse mortgage lines of credit                                      --             --
     Consumer                                                               357            427
                                                                         ------         ------
     Total non-accruing loans                                             5,117          5,489
     Real estate owned, net (1)                                           2,059          1,967
                                                                         ------         ------
     Total nonperforming assets                                           7,176          7,456
   Troubled debt restructurings                                             206            209
                                                                         ------         ------
   Total nonperforming assets and troubled debt restructurings           $7,382         $7,665
                                                                         ======         ======

   Allowance for loan losses as a percent of nonperforming loans         351.46%        311.68%
   Total nonperforming loans as a percent of net loans, exclusive
     of allowance for loan losses                                          0.27%          0.31%
   Total nonperforming assets as a percent of total assets                 0.33%          0.38%
   Allowance for loan losses as a percent of net loans,
     exclusive of allowance for loan losses                                0.94%          0.96%
</TABLE>

(1)   Real estate owned balances are shown net of related loss allowances.
      Includes both real property and other repossessed collateral consisting
      primarily of automobiles.


                                       12
<PAGE>

                      TierOne Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (unaudited)

5. Mortgage Servicing Rights

      Mortgage servicing rights are included in the Consolidated Balance Sheets
under the caption "Other assets." The activity of mortgage servicing rights is
summarized as follows for the following periods:

<TABLE>
<CAPTION>
                                           Three Months Ended            Year Ended
                                               March 31,                December 31,
                                          --------------------      --------------------
                                            2003         2002         2002         2001
                                          -------      -------      -------      -------
                                                      (dollars in thousands)
<S>                                       <C>          <C>          <C>          <C>
Balance at beginning of period            $ 6,290      $ 4,577      $ 4,577      $ 1,101
Mortgage servicing rights capitalized       1,719        1,115        6,302        4,830
Amortization expense                       (1,246)        (294)      (2,619)      (1,004)
Valuation adjustment                         (590)          --       (1,970)        (350)
                                          -------      -------      -------      -------

Balance at end of period                  $ 6,173      $ 5,398      $ 6,290      $ 4,577
                                          =======      =======      =======      =======
</TABLE>

      The activity of the valuation allowance on mortgage servicing rights is
summarized as follows for the following periods:

<TABLE>
<CAPTION>
                                           Three Months Ended            Year Ended
                                               March 31,                December 31,
                                          --------------------      --------------------
                                            2003         2002         2002         2001
                                          -------      -------      -------      -------
                                                      (dollars in thousands)
<S>                                       <C>          <C>          <C>          <C>
Balance at beginning of period            $ 2,320      $   350      $   350      $    --
Amounts charged to operations                 590           --        1,970          350
                                          -------      -------      -------      -------

Ending balance                            $ 2,910      $   350      $ 2,320      $   350
                                          =======      =======      =======      =======
</TABLE>

      The estimated fair value of mortgage servicing rights at March 31, 2003
totaled approximately $6.2 million on a balance of $776.8 million of serviced
loans at such date. The following table compares the key assumptions used in
measuring the fair values of mortgage servicing rights for the periods
presented:

                                            March 31, 2003     December 31, 2002
                                            --------------     -----------------
                                                  (dollars in thousands)
Fair value                                      $6,173               $6,290
Prepayment speed                             9.7% - 98.6%         9.2% - 74.0%
Weighted average prepayment speed               38.0%                29.9%
     Fair value with 10% adverse change         $5,662               $5,894
     Fair value with 20% adverse change         $5,318               $5,545
Discount rate                                9.0% - 15.0%         9.0% - 15.0%
Weighted average discount rate                  10.0%                 9.9%
     Fair value with 10% adverse change         $5,930               $6,143
     Fair value with 20% adverse change         $5,814               $6,004


                                       13
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management'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

      The Bank, a subsidiary of the Company, is a $2.1 billion federally
chartered savings bank headquartered in Lincoln, Nebraska. Established in 1907,
the Bank offers a wide variety of full-service consumer and commercial banking
products and services to customers through a geographically diverse network of
58 banking offices in Nebraska, Iowa and Kansas and two loan production offices
in Colorado. Leading products offered include residential and commercial real
estate financing; consumer, construction and business loans; lines of credit;
consumer and business checking and savings plans; investment and insurance
services; and telephone and Internet banking access.

      The Company'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 portfolios and the cost of funds, consisting of the interest paid
on deposits and borrowings. Results of operations are also affected by
provisions for loan losses, loan sale activities and loan servicing.
Non-interest expense principally consists of compensation and employee benefits,
office occupancy and equipment expense, data processing, advertising and
business promotion and other expense. Our 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 our financial condition and results of
operations.

Forward-Looking Statements

      In the normal course of business, in an effort to help keep our
shareholders and the public informed about the Company's operations, we may from
time to time issue or make certain statements, either in writing or orally, that
are or contain forward-looking statements, as that term is defined in the
federal securities laws. Generally, these statements relate to business plans or
strategies, projected or anticipated benefits from potential acquisitions,
projections involving anticipated revenues, earnings, profitability or other
aspects of operating results or other future developments in our affairs or the
industry in which we may conduct business. These forward-looking statements,
which are based on various assumptions (some of which are beyond our control),
may be identified by reference to a future period or periods or by the use of
forward-looking terminology such as "anticipate," "believe," "commitment,"
"consider," "continue," "could," "encourage," "estimate," "expect," "intend,"
"in the event of," "may," "plan," "present," "propose," "prospect," "update,"
"whether," "will," "would," future or conditional verb tenses, similar terms,
variations on such terms or negatives of such terms. Although we believe that
the anticipated results


                                       14
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

or other expectations reflected in such forward-looking statements are based on
reasonable assumptions, we can give no assurance that those results or
expectations will be attained. Actual results could differ materially from those
indicated in such statements due to risks, uncertainties and changes with
respect to a variety of factors, including, but not limited to, the following:
competitive pressure among depository and other financial institutions may
increase significantly; changes in the interest rate environment may reduce
interest margins and net interest income, as well as adversely affect loan
origination and sales activities and the value of certain assets, such as
investment securities and mortgage servicing rights; general economic or
business conditions, either nationally or in regions in which we do business,
may be less favorable than expected, resulting in, among other things, a
deterioration in credit quality or a reduced demand for credit; legislation or
changes in regulatory requirements, including without limitation, capital
requirements, or accounting standards may adversely affect us and the business
in which we are engaged; adverse changes may occur in the securities markets;
our competitors may have greater financial resources and develop products and
technology that enable those competitors to compete more successfully than us;
and the growth and profitability of our non-interest income may be less than
expected.

      We undertake no obligation to update forward-looking statements to reflect
events or circumstances occurring after the date of this Form 10-Q.

      As used in this report, unless the context otherwise requires, the terms
"we," "us," or "our" refer to TierOne Corporation and our wholly owned
subsidiary TierOne Bank, a federally chartered stock savings bank.


                                       15
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Critical Accounting Policies

      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 would be reported under
different, but reasonably plausible, conditions or assumptions. We establish
provisions for loan losses, which are charges to our operating results, in order
to maintain a level of total allowance for losses that management believes
covers all known and inherent losses that are both probable and reasonably
estimable at each reporting date. Management performs reviews no less than
quarterly in order to identify these inherent losses and to assess the overall
collection probability for the loan portfolio. Our reviews consist of a
quantitative analysis by loan category, using historical loss experience, and
consideration of a series of qualitative loss factors. For each primary type of
loan, we establish a loss factor reflecting our estimate of the known and
inherent losses in each loan type using both quantitative analysis as well as
qualitative factors. Our evaluation process includes, among other things, an
analysis of delinquency trends, nonperforming loan trends, the levels of
charge-offs and recoveries, prior loss experience, total loans outstanding, the
volume of loan originations, the type, size, terms and geographic concentration
of loans held by us, the value of collateral securing loans, the number of loans
requiring heightened management oversight, general economic conditions and loan
loss information for other institutions. The amount of the allowance for loan
losses is only an estimate and actual losses may vary from these estimates.


                                       16
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Comparison of Financial Condition at March 31, 2003 and December 31, 2002

      Our total assets were $2.1 billion at March 31, 2003, a $199.4 million, or
10.2%, increase from December 31, 2002. Our available for sale investment
securities amounted to $34.7 million at March 31, 2003, a $4.1 million, or
13.5%, increase from December 31, 2002 primarily due to security purchases of
$6.0 million partially offset by $2.0 million of maturities during the three
months ended March 31, 2003. Our mortgage-backed securities portfolio amounted
to $110.5 million at March 31, 2003, a $80.2 million, or 264.0%, increase from
December 31, 2002. During the three months ended March 31, 2003, we purchased
two Federal National Mortgage Association ("FNMA") fixed-rate mortgage-backed
security pools in an effort to grow our investment securities portfolio while
further diversifying our asset base. Net loans receivable, including loans held
for sale, totaled $1.9 billion at March 31, 2003, a $111.8 million, or 6.3%,
increase from December 31, 2002. At March 31, 2003 our one-to-four family
residential loans were $680.3 million, a $107.1 million, or 18.7%, increase
compared to December 31, 2002. During the three months ended March 31, 2003 we
purchased for our portfolio $142.3 million of adjustable-rate and $48.8 million
of fixed-rate one-to-four family residential loans in geographically diverse
markets throughout the United States.

      Our total deposits increased by $26.2 million to $1.2 billion at March 31,
2003 as compared to December 31, 2002 as we continued our efforts to increase
the level of our core deposits, especially checking accounts. At March 31, 2003,
our interest-bearing and non-interest-bearing checking accounts amounted to
$346.4 million in the aggregate, a $20.4 million, or 6.3%, increase from the
aggregate amount at December 31, 2002. Our money market accounts totaled $283.3
million, a $13.0 million, or 4.8%, increase compared to December 31, 2002. In
addition, our certificates of deposit declined $9.3 million, or 1.8%, to $507.4
million at March 31, 2003 as compared to $516.7 million at December 31, 2002.
Our FHLB advances and other borrowings amounted to $582.1 million at March 31,
2003, a $163.8 million, or 39.2%, increase from December 31, 2002. We have
utilized FHLB advances as the primary funding source for growing our loans
receivable and investment securities portfolios.

      Our shareholders' equity increased by $6.3 million to $346.2 million at
March 31, 2003 compared to $339.9 million at December 31, 2002 primarily
reflecting $5.7 million in net income earned for the three months ended March
31, 2003.


                                       17
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Comparison of Operating Results for the Three Months Ended March 31, 2003 and
2002

      General. Our net income increased by $1.6 million, or 37.7%, to $5.7
million for the three months ended March 31, 2003 compared to $4.1 million for
the three months ended March 31, 2002. Our net income increased during 2003 due
primarily to increased loans receivable interest income and reductions in the
average rates paid on deposits and borrowings. Our average interest rate spread
declined to 3.17% for the three months ended March 31, 2003 compared to 3.20%
for the three months ended March 31, 2002. Our net interest margin improved to
3.70% for the three months ended March 31, 2003 as compared to 3.62% for the
three months ended March 31, 2002 due in part to the investment of stock
conversion proceeds. Likewise, our ratio of average interest-earning assets to
average interest-bearing liabilities increased to 124.74% for the three months
ended March 31, 2003 as compared to 114.07% for the three months ended March 31,
2002.

      Interest Income. Our total interest income for the three months ended
March 31, 2003 was $27.9 million compared to $24.6 million for the three months
ended March 31, 2002. Total interest income during the three months ended March
31, 2003 increased due to the increase in the average balance of
interest-earning assets, primarily loans, partially offset by a decline in the
average yield. The average balance of loans during the three months ended March
31, 2003 and 2002 was $1.8 billion and $1.3 billion, respectively. The average
yield earned on net loans receivable was 6.04% for the three months ended March
31, 2003 compared to 6.92% for the three months ended March 31, 2002 which was
indicative of the lower interest rate environment which continued to fuel a high
level of refinance activity during 2002 and the three months ended March 31,
2003. Average yields also were lower on our investment and mortgage-backed
securities during the three months ended March 31, 2003 as compared to the three
months ended March 31, 2002.

      Interest Expense. Our total interest expense for the three months ended
March 31, 2003 was $10.3 million as compared to $11.1 million for the same
period in 2002. The primary reason for the decrease in our interest expense
during the three months ended March 31, 2003 was a reduction in the average rate
on deposits to 2.27% from 3.03% for the same period in 2002. The average rate on
our certificates of deposit was 3.44% for the three months ended March 31, 2003
as compared to 4.14% for the same period in 2002. The average rates on our
interest-bearing checking accounts, money market accounts and savings accounts
also declined during the three months ended March 31, 2003 as compared with the
same period in 2002. Interest expense on FHLB advances and other borrowings
increased by $1.1 million, or 39.2%, for the three months ended March 31, 2003
as compared with the same period in 2002 due to a higher average balance of
borrowings at March 31, 2003 as compared to March 31, 2002 as the Bank continued
to fund loan and investment securities portfolio growth primarily through
additional borrowings. The increased cost of borrowings was partially offset by
a decline in the average rate paid on borrowings from 5.06% for the three months
ended March 31, 2002 to 3.79% for the three months ended March 31, 2003.


                                       18
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The
following table details 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, and the net interest margin. Tax-exempt income and yields
have not been adjusted to a tax-equivalent basis.

<TABLE>
<CAPTION>
                                                                         Three Months Ended March 31,
                                                  --------------------------------------------------------------------------
                                                                 2003                                   2002
                                                  -----------------------------------   ------------------------------------
                                                  Average                   Average       Average                  Average
                                                  Balance      Interest    Yield/Rate     Balance     Interest    Yield/Rate
                                                 ----------    --------    ----------   ----------    --------    ----------
                                                                            (dollars in thousands)
<S>                                              <C>            <C>         <C>         <C>            <C>         <C>
Interest-earning assets:
     Fed funds sold                              $   32,759     $    99       1.21%     $   45,364     $   193       1.70%
     Investment securities (1)                       57,797         544       3.76%         65,313         679       4.16%
     Mortgage-backed securities (1)                  39,156         488       4.99%         43,208         570       5.28%
     Loans receivable (2)                         1,775,506      26,793       6.04%      1,337,320      23,143       6.92%
                                                 ----------     -------                 ----------     -------
          Total interest-earning assets           1,905,218      27,924       5.86%      1,491,205      24,585       6.59%
                                                                -------     ------                     -------     ------
    Non-interest-earning assets                      84,491                                 42,468
                                                 ----------                             ----------
          Total assets                           $1,989,709                             $1,533,673
                                                 ==========                             ==========
Interest-bearing liabilities:
     Interest-bearing checking accounts          $  298,053     $   834       1.12%     $  241,213     $ 1,135       1.88%
     Regular savings accounts                        16,854          30       0.71%         13,508          43       1.27%
     Money market accounts                          272,610         967       1.42%        292,388       1,504       2.06%
     Certificate accounts                           510,729       4,392       3.44%        529,234       5,477       4.14%
                                                 ----------     -------                 ----------     -------
          Total interest-bearing deposits         1,098,246       6,223       2.27%      1,076,343       8,159       3.03%
     FHLB advances and other borrowings             429,102       4,064       3.79%        230,938       2,920       5.06%
                                                 ----------     -------                 ----------     -------
          Total interest-bearing liabilities      1,527,348      10,287       2.69%      1,307,281      11,079       3.39%
                                                                -------     ------                     -------     ------
Non-interest-bearing accounts                        40,401                                 25,938
Other liabilities                                    79,128                                 76,696
                                                 ----------                             ----------
         Total liabilities                        1,646,877                              1,409,915
Shareholders' equity                                342,832                                123,758
                                                 ----------                             ----------
Total liabilities and shareholders' equity       $1,989,709                             $1,533,673
                                                 ==========                             ==========
Net interest-earnings assets                     $  377,870                             $  183,924
                                                 ==========                             ==========
Net interest income; average
  interest rate spread                                          $17,637       3.17%                    $13,506       3.20%
                                                                =======     ======                     =======     ======
Net interest margin (3)                                                       3.70%                                  3.62%
                                                                            ======                                 ======
Average interest-earning assets to average
  interest-bearing liabilities                                              124.74%                                114.07%
                                                                            ======                                 ======
</TABLE>

(1)   Includes securities available for sale and held to maturity. Investment
      securities also include Federal Home Loan Bank stock.

(2)   Includes non-accrual loans during the respective periods. Calculated net
      of deferred fees and discounts, loans in process and allowance for loan
      losses.

(3)   Equals net interest income (annualized) divided by average
      interest-earning assets.


                                       19
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management'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 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 (1) changes in
rate (change in rate multiplied by prior year volume) and (2) 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 March 31, 2003
                                                            vs.
                                             Three Months Ended March 31, 2002
                                           -------------------------------------
                                            Increase (Decrease)
                                                   Due To                Total
                                           ----------------------      Increase
                                             Rate         Volume      (Decrease)
                                           -------       -------      ----------
                                                  (dollars in thousands)
Interest income:
   Federal funds sold                      $   (48)      $   (46)      $   (94)
   Investment securities                       (61)          (74)         (135)
   Mortgage-backed securities                  (31)          (51)          (82)
   Loans receivable, net                    (2,340)        5,990         3,650
                                           -------       -------       -------
      Total interest income                 (2,480)        5,819         3,339
                                           -------       -------       -------

Interest expense:
   Interest-bearing checking accounts         (717)          416          (301)
   Savings accounts                            (31)           18           (13)
   Money market accounts                      (441)          (96)         (537)
   Certificate accounts                       (899)         (186)       (1,085)
                                           -------       -------       -------
      Total deposits                        (2,088)          152        (1,936)
   FHLB advances and other borrowings         (473)        1,617         1,144
                                           -------       -------       -------
      Total interest expense                (2,561)        1,769          (792)
                                           -------       -------       -------
Net change in net interest income          $    81       $ 4,050       $ 4,131
                                           =======       =======       =======


                                       20
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

      Provision for Loan Losses. We made a provision for loan losses of $1.2
million for the three months ended March 31, 2003 as compared to $564,000 for
the three months ended March 31, 2002. Our portfolio of commercial real estate
and land loans, construction loans (residential and commercial), commercial
business loans and consumer loans totaled $1.1 billion at March 31, 2003, an
increase of $228.7 million, or 27.6%, as compared to March 31, 2002. These loans
are deemed to have higher levels of known and inherent losses than one-to-four
family residential loans. As such, we have made provisions that are considered
appropriate to cover probable losses. At March 31, 2003, our total nonperforming
assets amounted to $7.2 million, or 0.33% of total assets, as compared to $7.5
million, or 0.38% of total assets, at December 31, 2002. During the three months
ended March 31, 2003 and 2002 we charged off an aggregate of $345,000 and
$204,000, respectively, of loans, primarily related to consumer loans, and had
$49,000 and $19,000, respectively, in recoveries of previous charge-offs.

      Other Income. Our other income increased by $389,000, or 12.0%, to $3.6
million for the three months ended March 31, 2003 as compared to $3.2 million
for the three months ended March 31, 2002. This increase was primarily the
result of a $1.3 million increase in gains on loans held for sale, a $344,000
increase in checking account fees and a $239,000 increase in loan fees offset in
large part by a $952,000 increase in the amortization of mortgage servicing
rights and a $590,000 mortgage servicing rights impairment charge. The increase
in our mortgage servicing rights valuation allowance was deemed necessary due to
the continued low interest rate environment which has resulted in a continued
high level of mortgage refinancing activity. Total deposit account fees and
charges, driven by continued growth in new core deposit relationships, rose
35.0% to $1.3 million for the three months ended March 31, 2003 as compared to
$983,000 for the three months ended March 31, 2002.

      Other Expense. Our other expense increased by $1.4 million, or 14.2%, to
$11.1 million for the three months ended March 31, 2003 as compared to $9.7
million for the three months ended March 31, 2002. This increase resulted
primarily from a $583,000 expense associated with the Company's Employee Stock
Ownership Plan which was implemented in October 2002 as part of the Bank's
mutual to stock conversion and a $543,000 increase in compensation expense
related to salary increases and continued additions of business line personnel.

      Income Tax Expense. Our income tax expense increased by $970,000, or
41.5%, to $3.3 million for the three months ended March 31, 2003 as compared to
$2.3 million for the three months ended March 31, 2002. The effective income tax
rate for the three months ended March 31, 2003 was 36.7% as compared to 36.1%
for the three months ended March 31, 2002. The increase in income tax expense
for the three months ended March 31, 2003 as compared to the three months ended
March 31, 2002 primarily reflects the increase in net income.


                                       21
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Liquidity and Commitments

      Our primary sources of funds are from deposits, amortization of loans and
investment securities, loan and investment security prepayments and maturities,
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
prepayments can be greatly influenced by general interest rates, economic
conditions and competition. Excess funds are maintained in short-term,
interest-bearing assets that provide additional liquidity. We also utilize
outside borrowings, primarily from the FHLBank Topeka (formerly known as the
Federal Home Loan Bank of Topeka), as an additional funding source.

      We use our liquidity to fund existing and future loan commitments, to fund
maturing certificates of deposit and demand deposit withdrawals, to invest in
other interest-earning assets, and to meet operating expenses. At March 31,
2003, we had certificates of deposit maturing within the next 12 months
amounting to $307.2 million. Based upon historical experience, we anticipate
that a significant portion of the maturing certificates of deposit will be
redeposited with us.

      In addition to cash flow from loan and security payments and prepayments
as well as from sales of available for sale securities, we have significant
borrowing capacity available to fund our liquidity needs. We have increased our
utilization of borrowings as a cost efficient addition to deposits as a source
of funds. The average balance of our borrowings was $429.1 million and $230.9
million for three months ended March 31, 2003 and 2002, respectively. To date,
substantially all of our borrowings have consisted of advances from the FHLBank
Topeka. Pursuant to blanket collateral agreements with FHLBank Topeka, the
Company's qualifying first mortgage, multi-family, commercial real estate,
second mortgage and construction loans secure such advances.


                                       22
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

      We have not used, and have no present intention to use, any significant
off-balance sheet financing arrangements for liquidity purposes. 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. At March 31, 2003, the maximum total amount of such recourse was
approximately $6.8 million. Based on historical experience, at March 31, 2003,
we had established a reserve of $424,000 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 that could materially affect our
liquidity or capital resources. We have not traded, and do not intend to trade,
in commodity contracts.

      We anticipate that we will continue to have sufficient funds and
alternative funding sources to meet our current commitments.

Regulatory Capital

At March 31, 2003 the Bank's regulatory capital exceeded regulatory limits set
by the Office of Thrift Supervision. The current requirements and the Bank's
actual levels at March 31, 2003 are set forth below:

<TABLE>
<CAPTION>
                           Required Capital          Actual Capital             Excess Capital
                        ---------------------     --------------------      ---------------------
                         Amount       Percent      Amount      Percent       Amount       Percent
                         ------       -------      ------      -------       ------       -------
                                                 (dollars in thousands)
<S>                     <C>            <C>        <C>           <C>         <C>            <C>
Tangible capital        $ 32,141       1.50%      $243,450      11.36%      $211,309       9.86%

Core capital              85,710       4.00%       243,450      11.36%       157,740       7.36%

Risk-based capital       137,679       8.00%       261,434      15.19%       123,755       7.19%
</TABLE>


                                       23
<PAGE>

                      TierOne Corporation and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Selected Operating Ratios

      Set forth below are selected operating ratios (annualized where
appropriate) for the three months ended March 31, 2003 and 2002.

                                                             Three Months Ended
                                                                 March 31,
                                                            -------------------

                                                              2003        2002
                                                            -------     -------

Selected Operating Ratios:

Average yield on interest-earning assets                       5.86%       6.59%
Average rate on interest-bearing liabilities                   2.69%       3.39%
Average interest rate spread                                   3.17%       3.20%
Net interest margin                                            3.70%       3.62%
Average interest-earning assets to average
  interest-bearing liabilities                               124.74%     114.07%
Net interest income after provision for loan
  losses to non-interest expense                             148.43%     133.28%
Total non-interest expense to average assets                   2.23%       2.55%
Efficiency ratio                                              52.16%      57.99%
Return on average assets                                       1.14%       1.09%
Return on average equity                                       6.64%      13.36%
Average equity to average assets                              17.23%       8.13%


                                       24
<PAGE>

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 to Shareholders for the year ended December 31, 2002. There has
been no material change in our asset and liability position or the market value
of our equity since December 31, 2002.

Item 4 - Controls and Procedures.

      Our chief executive officer and chief financial officer directly
supervised and participated in evaluating the effectiveness of the design and
operation of our disclosure controls and procedures (which evaluation was
conducted within 90 days of the filing date of this quarterly report) and
concluded that these controls and procedures are effective. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

      Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934
(the "Exchange Act") is recorded, processed, summarized and reported, within the
time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
us in the reports that we file under the Exchange Act is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.


                                       25
<PAGE>

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings.

      There are no matters required to be reported under this item. Reference is
made to the Bank's ongoing litigation regarding its goodwill claims against the
U.S. Government as described in "Business of TierOne Bank - Legal Proceedings"
in the Company's Annual Report on Form 10-K for the year ended December 31,
2002. There is no change in the status of the litigation.

Item 2 - Changes in Securities and Use of Proceeds.

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

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.

      On April 23, 2003, TierOne Corporation held its first Annual Meeting of
Shareholders to obtain approval for four proxy proposals submitted on behalf of
the Company's Board of Directors. Shareholders of record as of February 24, 2003
received proxy materials and were considered eligible to vote for these
proposals. Following is a brief summary of each proposal and the result of the
vote.

1.    The following directors were elected by the requisite plurality of the
      votes cast to serve on the Company's Board of Directors for the term
      indicated: LaVern F. Roschewski (one-year), Ann Lindley Spence (one-year),
      James A. Laphen (two-year), Campbell R. McConnell (two-year), Gilbert G.
      Lundstrom (three-year) and Joyce Person Pocras (three-year).

<TABLE>
<CAPTION>
                                                   FOR        AGAINST   ABSTAIN   BROKER NON-VOTES
                                                ----------   ---------  -------   ----------------
<S>                                             <C>          <C>         <C>         <C>
2.    To adopt the 2003 Stock Option Plan       12,556,644   1,240,970   37,654      5,492,519

3.    To adopt the 2003 Recognition and
        Retention Plan and Trust Agreement      12,330,761   1,463,051   41,456      5,492,519

4.    To ratify the appointment of KPMG LLP
        as the independent auditors for the
        year ended December 31, 2003            18,684,280     600,214   43,293            N/A
</TABLE>


                                       26
<PAGE>

Item 5 - Other Information.

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

Item 6 - Exhibits and Reports on Form 8-K.

      (a)   The following exhibits are filed as part of this Form 10-Q and this
            list includes the Exhibit Index.

<TABLE>
<CAPTION>
 No.                                           Exhibits                                                 Location
------   ---------------------------------------------------------------------------------------     --------------
<S>      <C>                                                                                         <C>
 3.1     Articles of Incorporation of TierOne Corporation                                                  (1)
 3.2     Bylaws of TierOne Corporation                                                                     (1)
 4.0     Form of Stock Certificate of TierOne Corporation                                                  (1)
10.1     Employment Agreement between TierOne Bank and Gilbert G. Lundstrom                                (1)
10.2     Employment Agreement between TierOne Bank and James A. Laphen                                     (1)
10.3     Form of Employment Agreement between TierOne Corporation and Gilbert G. Lundstrom                 (1)
10.4     Form of Employment Agreement between TierOne Corporation and James A. Laphen                      (1)
10.5     Supplemental Retirement Plan                                                                      (1)
10.6     Form of Change in Control Agreement between TierOne Bank and certain executive officers           (1)
10.7     Form of Change in Control Agreement between TierOne Bank and certain executive officers           (1)
10.8     Form of TierOne Bank Employee Severance Plan                                                      (1)
10.9     Form of Employee Stock Ownership Plan Supplemental Executive Retirement Plan                      (1)
10.10    Form of 401(k) Plan Supplemental Executive Retirement Plan                                        (1)
10.11    Director's Deferred Compensation Plan                                                             (1)
10.12    Amended and Restated Consultation Plan for Directors                                              (1)
10.13    TierOne Bank Management Incentive Compensation Plan                                               (2)
10.14    TierOne Bank Deferred Compensation Plan                                                           (2)
10.15    2003 TierOne Corporation Stock Option Plan                                                        (3)
10.16    2003 TierOne Corporation Recognition and Retention Plan and Trust Agreement                       (3)
99.1     Certification of Chairman of the Board and Chief Executive Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   Filed Herewith
99.2     Certification of Chairman of the Board and Chief Financial Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   Filed Herewith
</TABLE>

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

(1)   Incorporated by reference from TierOne Corporation's Registration
      Statement on Form S-1, filed on April 3, 2002, as amended and declared
      effective on August 12, 2002 (File No. 333-85838).

(2)   Incorporated by reference from TierOne Corporation's Annual Report on Form
      10-K for the year ended December 31, 2002 filed on March 28, 2003.

(3)   Incorporated by reference from TierOne Corporation's Definitive Proxy
      Statement for the Annual Meeting of Shareholders filed on March 11, 2003.


                                       27
<PAGE>

      (b)   Reports on Form 8-K:

      Date                            Item and Description
----------------     -----------------------------------------------------------
January 30, 2003     Item 9. On January 29, 2003, the Company issued a press
                     release reporting its earnings for the three months and
                     year ended December 31, 2002.

April 23, 2003       Item 9. On April 22, 2003, the Company issued a press
                     release reporting its earnings for the three months ended
                     March 31, 2003.

April 25, 2003       Item 5. On April 23, 2003 the Company issued a press
                     release announcing the results of the Company's first
                     annual meeting of shareholders held on April 23, 2003. In
                     addition, On April 25, 2003, the Company announced that it
                     would purchase shares of common stock in open market
                     transactions to fund the 2003 Recognition and Retention
                     Plan and Trust Agreement.


                                       28
<PAGE>

                                   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: May 9, 2003                       By: /s/ Gilbert G. Lundstrom
                                            ------------------------------------
                                            Gilbert G. Lundstrom
                                            Chairman of the Board and Chief
                                            Executive Officer


Date: May 9, 2003                       By: /s/ Eugene B. Witkowicz
                                            ------------------------------------
                                            Eugene B. Witkowicz
                                            Executive Vice President and
                                            Chief Financial Officer


                                       29
<PAGE>

                      CERTIFICATION PURSUANT TO RULE 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gilbert G. Lundstrom, the Chairman of the Board and Chief Executive Officer
of TierOne Corporation, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of TierOne Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: May 9, 2003                       /s/ Gilbert G. Lundstrom
                                        ----------------------------------------
                                        Gilbert G. Lundstrom
                                        Chairman of the Board and Chief
                                        Executive Officer


                                       30
<PAGE>

                      CERTIFICATION PURSUANT TO RULE 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eugene B. Witkowicz, the Executive Vice President and Chief Financial Officer
of TierOne Corporation, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of TierOne Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: May 9, 2003                       /s/ Eugene B. Witkowicz
                                        ----------------------------------------
                                        Eugene B. Witkowicz
                                        Executive Vice President
                                        and Chief Financial Officer


                                       31