# UNITED
STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-Q

# [ X ] QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

# FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2006

OR

# [     ]
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE           ACT OF 1934

# FOR THE TRANSITION
PERIOD FROM _____ TO _____.

Commission file number:
000-50015

---

|TierOne Corporation                                   
|------------------------------------------------------
|(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|Wisconsin                                                      | 04-3638672                          
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)

|1235 N Street                          |           
|---------------------------------------- | ----------
|Lincoln, Nebraska                        | 68508     
|(Address of Principal Executive Offices) | (Zip Code)

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

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

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer     Accelerated
filer X      Non-accelerated filer

Indicated by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
          Yes               No     X

As of November 2, 2006, there were
18,171,727 issued and outstanding shares of the Registrants common stock.

---

# PART I - FINANCIAL
INFORMATION

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

# PART II - OTHER
INFORMATION

|              |                                                             |   
|------------- | ----------------------------------------------------------- | --
|Item 1 -      | Legal Proceedings                                           | 51
|Item 1A -     | Risk Factors                                                | 51
|Item 2 -      | Unregistered Sales of Equity Securities and Use of Proceeds | 51
|Item 3 -      | Defaults Upon Senior Securities                             | 52
|Item 4 -      | Submission of Matters to a Vote of Security Holders         | 52
|Item 5 -      | Other Information                                           | 52
|Item 6 -      | Exhibits                                                    | 52
|Signatures    |                                                             | 53
|Exhibit Index |                                                             | 54

2

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# Item 1  Financial
Statements

# TierOne Corporation
and SubsidiariesConsolidated Statements of Financial Condition September 30, 2006
(Unaudited) and December 31, 2005

|(Dollars in thousands, except per share data)                    | September 30, 2006 | December 31, 2005
|---------------------------------------------------------------- | ------------------ | -----------------
|ASSETS                                                           |                    |                  
|Cash and due from banks                                          |                    |                  
|Federal funds sold                                               |                    |                  
|                                                                
|Total cash and cash equivalents                                  |                    |                  
|                                                                
|Investment securities:                                           |                    |                  
|Held to maturity, at cost which approximates fair value          |                    |                  
|Available for sale, at fair value                                |                    |                  
|Mortgage-backed securities, available for sale, at fair value    |                    |                  
|Loans receivable:                                                |                    |                  
|Net loans (includes loans held for sale of $16,690 and $8,666 at |                    |                  
|September 30, 2006 and December 31, 2005, respectively)          |                    |                  
|Allowance for loan losses                                        |                    |                  
|                                                                
|Net loans after allowance for loan losses                        |                    |                  
|                                                                
|FHLBank Topeka stock, at cost                                    |                    |                  
|Premises and equipment, net                                      |                    |                  
|Accrued interest receivable                                      |                    |                  
|Goodwill                                                         |                    |                  
|Other intangible assets, net                                     |                    |                  
|Other assets                                                     |                    |                  
|                                                                
|Total assets                                                     |                    |                  
|                                                                
|LIABILITIES AND STOCKHOLDERS EQUITY                             |                    |                  
|Liabilities:                                                     |                    |                  
|Deposits                                                         |                    |                  
|Deposits held for sale                                           |                    |                  
|                                                                
|Total deposits                                                   |                    |                  
|                                                                
|FHLBank Topeka advances and other borrowings                     |                    |                  
|Advance payments from borrowers for taxes, insurance and         |                    |                  
|other escrow funds                                               |                    |                  
|Accrued interest payable                                         |                    |                  
|Accrued expenses and other liabilities                           |                    |                  
|                                                                
|Total liabilities                                                |                    |                  
|                                                                
|Stockholders equity:                                            |                    |                  
|Preferred stock, $0.01 par value. 10,000,000 shares authorized;  |                    |                  
|none issued                                                      |                    |                  
|Common stock, $0.01 par value. 60,000,000 shares authorized;     |                    |                  
|18,172,673 and 18,150,773 shares issued and outstanding at       |                    |                  
|September 30, 2006 and December 31, 2005, respectively           |                    |                  
|Additional paid-in capital                                       |                    |                  
|Retained earnings, substantially restricted                      |                    |                  
|Treasury stock, at cost; 4,402,402 and 4,424,302 shares at       |                    |                  
|September 30, 2006 and December 31, 2005, respectively           |                    |                  
|Unallocated common stock held by Employee Stock                  |                    |                  
|Ownership Plan                                                   |                    |                  
|Unearned common stock held by Management Recognition             |                    |                  
|and Retention Plan                                               |                    |                  
|Accumulated other comprehensive loss, net                        |                    |                  
|                                                                
|Total stockholders equity                                       |                    |                  
|                                                                
|Total liabilities and stockholders equity                       |                    |                  
|                                                                

See accompanying notes to
consolidated financial statements.

3

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# TierOne Corporation
and SubsidiariesConsolidated Statements of Income  (Unaudited)

|                                                    | For the Three Months Ended
September 30, | For the Nine Months Ended
September 30,
|--------------------------------------------------- | ---------------------------------------- | ---------------------------------------
|
|Interest income:                                    |                                          |                                        
|Loans receivable                                    |                                          |                                        
|Investment securities                               |                                          |                                        
|Other interest-earning assets                       |                                          |                                        
|                                                   
|Total interest income                               |                                          |                                        
|                                                   
|Interest expense:                                   |                                          |                                        
|Deposits                                            |                                          |                                        
|FHLBank Topeka advances and other borrowings        |                                          |                                        
|                                                   
|Total interest expense                              |                                          |                                        
|                                                   
|Net interest income                                 |                                          |                                        
|Provision for loan losses                           |                                          |                                        
|                                                   
|Net interest income after provision for loan losses |                                          |                                        
|                                                   
|Noninterest income:                                 |                                          |                                        
|Fees and service charges                            |                                          |                                        
|Debit card fees                                     |                                          |                                        
|Income (loss) from real estate operations, net      |                                          |                                        
|Net gain (loss) on sales of:                        |                                          |                                        
|Investment securities                               |                                          |                                        
|Loans held for sale                                 |                                          |                                        
|Real estate owned                                   |                                          |                                        
|Other operating income                              |                                          |                                        
|                                                   
|Total noninterest income                            |                                          |                                        
|                                                   
|Noninterest expense:                                |                                          |                                        
|Salaries and employee benefits                      |                                          |                                        
|Occupancy, net                                      |                                          |                                        
|Data processing                                     |                                          |                                        
|Advertising                                         |                                          |                                        
|Other operating expense                             |                                          |                                        
|                                                   
|Total noninterest expense                           |                                          |                                        
|                                                   
|Income before income taxes                          |                                          |                                        
|Income tax expense                                  |                                          |                                        
|                                                   
|Net income                                          |                                          |                                        
|                                                   
|Net income per common share, basic                  |                                          |                                        
|                                                   
|Net income per common share, diluted                |                                          |                                        
|                                                   
|Dividends declared per common share                 |                                          |                                        
|                                                   
|Average common shares outstanding, basic (000's)    |                                          |                                        
|                                                   
|Average common shares outstanding, diluted (000's)  |                                          |                                        
|                                                   

See accompanying notes to
consolidated financial statements.

4

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# TierOne Corporation
and Subsidiaries  Consolidated Statements of Changes in Stockholders Equity and
Comprehensive IncomeNine Months Ended September 30, 2006 and 2005 (Unaudited)

|(Dollars in thousands)                  | Common Stock | AdditionalPaid-InCapital | Retained Earnings,SubstantiallyRestricted | TreasuryStock | UnallocatedCommon StockHeld by theEmployee StockOwnership Plan | UnearnedCommon StockHeld by theManagementRecognition andRetention Plan | Accumulated OtherComprehensive Loss,Net | Total StockholdersEquity
|--------------------------------------- | ------------ | ------------------------ | ----------------------------------------- | ------------- | -------------------------------------------------------------- | ---------------------------------------------------------------------- | --------------------------------------- | -------------------------
|Balance at December 31, 2004            |              |                          | $                                         | 226           |                                                                | $                                                                      | 355,986                                 |                          
|                                       
|Common stock earned by employees        |              |                         
|in Employee Stock Ownership Plan        |              |                          |                                           | --            |                                                                |                                                                        | 1,737                                   |                          
|Amortization of awards under the        |              |                         
|Management Recognition and              |              |                         
|Retention Plan                          |              |                          |                                           | --            |                                                                |                                                                        | 190                                     |                          
|Treasury stock reissued under 2003      |              |                         
|Stock Option Plan                       |              |                          |                                           | --            |                                                                |                                                                        | (34                                     | )                        
|Repurchase of common stock              |              |                         
|(147,571 shares)                        |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|Dividends paid ($0.17 per common share) |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|Comprehensive income:                   |              |                         
|Net income                              |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|Change in unrealized loss on            |              |                         
|available for sale securities, net of   |              |                         
|tax and reclassification adjustment     |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|                                       
|Total comprehensive income              |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|                                       
|Balance at September 30, 2005           |              |                          | $                                         | 226           |                                                                | $                                                                      | 357,879                                 |                          
|                                       
|Balance at December 31, 2005            |              |                          | $                                         | 226           |                                                                | $                                                                      | 358,587                                 |                          
|                                       
|Common stock earned by employees        |              |                         
|in Employee Stock Ownership Plan        |              |                          |                                           | --            |                                                                |                                                                        | 2,576                                   |                          
|Transfer of unearned common stock held  |              |                         
|by the Management Recognition and       |              |                         
|Retention Plan upon adoption of         |              |                         
|SFAS No. 123(R)                         |              |                          |                                           | --            |                                                                |                                                                        | (9,368                                  | )                        
|Amortization of awards under the        |              |                         
|Management Recognition and              |              |                         
|Retention Plan                          |              |                          |                                           | --            |                                                                |                                                                        | 2,178                                   |                          
|Amortization of stock options under     |              |                         
|2003 Stock Option Plan upon             |              |                         
|adoption of SFAS No. 123(R)             |              |                          |                                           | --            |                                                                |                                                                        | 1,261                                   |                          
|Repurchase of common stock              |              |                         
|(21,724 shares)                         |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|Treasury stock reissued under 2003      |              |                         
|Stock Option Plan                       |              |                          |                                           | --            |                                                                |                                                                        | (216                                    | )                        
|Excess tax benefit realized from stock- |              |                         
|based compensation plans                |              |                          |                                           | --            |                                                                |                                                                        | 939                                     |                          
|Tax benefit realized from certain costs |              |                         
|deducted in mutual to stock conversion  |              |                          |                                           | --            |                                                                |                                                                        | 780                                     |                          
|Dividends paid ($0.20 per common share) |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|Comprehensive income:                   |              |                         
|Net income                              |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|Change in unrealized loss on            |              |                         
|available for sale securities, net of   |              |                         
|tax and reclassification adjustment     |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|                                       
|Total comprehensive income              |              |                          |                                           | --            |                                                                |                                                                        | --                                      |                          
|                                       
|Balance at September 30, 2006           |              |                          | $                                         | 226           |                                                                | $                                                                      | 356,737                                 |                          
|                                       

See accompanying notes to
consolidated financial statements.

5

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# TierOne Corporation
and SubsidiariesConsolidated Statements of Cash Flows Nine Months Ended September 30,
2006 and 2005(Unaudited)

|                                                                                    | Nine months ended September 30,
|----------------------------------------------------------------------------------- | -------------------------------
|
|Reconciliation of net income to net cash provided by operating activities:          |                                
|Net income                                                                          |                                
|Adjustments to reconcile net income to net cash provided by                         |                                
|operating activities:                                                               |                                
|Net premium amortization of investment and mortgage-backed securities               |                                
|Depreciation and amortization                                                       |                                
|Amortization of intangible assets                                                   |                                
|Amortization of discount on FHLBank Topeka advances                                 |                                
|Employee Stock Ownership Plan compensation expense                                  |                                
|2003 Management Recognition and Retention Plan employee compensation expense        |                                
|2003 Stock Option Plan employee compensation expense                                |                                
|Amortization of premiums (accretion of discounts) on net loans                      |                                
|FHLBank Topeka stock dividend                                                       |                                
|Deferred income tax expense                                                         |                                
|Provision for loan losses                                                           |                                
|Proceeds from sales of loans held for sale                                          |                                
|Originations and purchases of loans held for sale                                   |                                
|Excess tax benefits from stock-based compensation plans                             |                                
|Net (gain) loss on sales of:                                                        |                                
|Investment securities                                                               |                                
|Loans held for sale                                                                 |                                
|Real estate owned                                                                   |                                
|Premises and equipment                                                              |                                
|Changes in certain assets and liabilities:                                          |                                
|Accrued interest receivable                                                         |                                
|Other assets                                                                        |                                
|Accrued interest payable                                                            |                                
|Accrued expenses and other liabilities                                              |                                
|                                                                                   
|Net cash provided by operating activities                                           |                                
|                                                                                   
|Cash flows from investing activities:                                               |                                
|Purchase of investment and mortgage-backed securities, available for sale           |                                
|Proceeds from sale of investment and mortgage-backed securities, available for sale |                                
|Proceeds from maturities of investment securities, available for sale               |                                
|Proceeds from principal repayments of investment and mortgage-backed                |                                
|securities, available for sale and held to maturity                                 |                                
|Increase in loans receivable                                                        |                                
|Purchase of FHLBank Topeka stock                                                    |                                
|Additions to premises and equipment                                                 |                                
|Proceeds from sale of premises and equipment                                        |                                
|Proceeds from sale of real estate owned                                             |                                
|Marine Bank branch purchase - net of cash acquired                                  |                                
|                                                                                   
|Net cash used in investing activities                                               |                                
|                                                                                   

See accompanying notes to
consolidated financial statements.

6

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# TierOne Corporation
and SubsidiariesConsolidated Statements of Cash Flows (continued)  Nine Months Ended
September 30, 2006 and 2005(Unaudited)

|                                                                               | Nine months ended September 30,
|------------------------------------------------------------------------------ | -------------------------------
|
|Cash flows from financing activities:                                          |                                
|Net increase (decrease) in deposits                                            |                                
|Net advances (repayment) on FHLBank Topeka line of credit and                  |                                
|short-term advances and other borrowings                                       |                                
|Proceeds from FHLBank Topeka long-term advances and other borrowings           |                                
|Repayments of FHLBank Topeka long-term advances and other borrowings           |                                
|Net decrease in advances from borrowers for taxes, insurance and               |                                
|other escrow funds                                                             |                                
|Repurchase of common stock                                                     |                                
|Dividends paid on common stock                                                 |                                
|Excess tax benefit realized from the exercise of stock options                 |                                
|Excess tax benefit realized from the vesting of Management Recognition and     |                                
|Retention Plan shares                                                          |                                
|Proceeds from the exercise of stock options                                    |                                
|                                                                              
|Net cash provided by financing activities                                      |                                
|                                                                              
|Net decrease in cash and cash equivalents                                      |                                
|Cash and cash equivalents at beginning of period                               |                                
|                                                                              
|Cash and cash equivalents at end of period                                     |                                
|                                                                              
|Supplemental disclosures of cash flow information:                             |                                
|Cash paid during period for:                                                   |                                
|Interest                                                                       |                                
|Income taxes, net of refunds                                                   |                                
|                                                                              
|Noncash investing activities:                                                  |                                
|Transfers from loans to real estate owned and other assets through foreclosure |                                
|                                                                              

See accompanying notes to
consolidated financial statements.

7

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 1  Basis of
Presentation and Consolidation

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

The
accompanying interim consolidated financial statements as of September 30, 2006 and for
the three and nine months ended September 30, 2006 and 2005 have not been audited by
independent auditors. All significant intercompany accounts and transactions have been
eliminated in consolidation. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the financial position and
operating results for interim periods. The unaudited consolidated financial statements
have been prepared in accordance with U.S. generally accepted accounting principles
(GAAP) for interim financial information, in accordance with instructions to
Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange
Commission (SEC), and do not include all of the information and notes required
for complete, audited financial statements. The unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2005. The results of operations for the three and nine months ended September
30, 2006 are not necessarily indicative of the results which may be expected for the
entire calendar year 2006.

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

8

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 2  Critical
Accounting Policies

Various
elements of our accounting policies, by nature, are inherently subject to estimation
techniques, valuation assumptions and other subjective assessments. Our policies with
respect to the methodologies used to determine the allowance for loan losses, judgments
regarding goodwill and other intangible assets, valuation of mortgage servicing rights,
valuation and measurement of derivatives and commitments and evaluation of investment and
mortgage-backed securities for impairment are our most critical accounting policies
because they are important to the presentation of our financial condition and results of
operations, involve a high degree of complexity and require management to make difficult
and subjective judgments which often require assumptions or estimates about highly
uncertain matters. The use of different judgments, assumptions and estimates could result
in material differences in our reported financial condition and results of operations.

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

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

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

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

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

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

| |  | Trends
and levels of delinquent, nonperforming or impaired loans;
| | - | -------------------------------------------------------------------

| |  | Trends
and levels of charge-offs and recoveries;
| | - | ------------------------------------------------

| |  | Trends
in volume and underwriting terms or guarantees for loans;
| | - | ----------------------------------------------------------------

| |  | Impact
of changes in underwriting standards, risk tolerances or other changes in lending
practices;
| | - | ---------------------------------------------------------------------------------------------------

| |  | Changes
in the value of collateral securing loans;
| | - | --------------------------------------------------

9

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

| |  | Total
loans outstanding and the volume of loan originations;
| | - | ------------------------------------------------------------

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

| |  | Changes
in qualifications or experience of the lending staff;
| | - | -------------------------------------------------------------

| |  | Changes
in local or national economic or industry conditions;
| | - | -------------------------------------------------------------

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

| |  | Changes
in credit concentrations; and
| | - | -------------------------------------

| |  | Changes
in regulatory requirements.
| | - | -----------------------------------

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

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

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

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

| |  | The
loans observable market price.
| | - | -----------------------------------

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

Goodwill
and Other Intangible Assets. Goodwill represents the excess price paid over
the fair value of the tangible and intangible assets and liabilities acquired in
connection with the August 27, 2004 acquisition of United Nebraska Financial Co.
(UNFC). There was no goodwill recorded in connection with our Marine Bank
branch purchase on June 2, 2006. In accordance with Statement of Financial Accounting
Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill
and indefinite-lived intangible balances are not being amortized, but are tested for
impairment annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also
requires that intangible assets with estimated useful lives be amortized over their
respective estimated useful lives to their residual values and reviewed for impairment in
accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived
Assets.

10

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

We
have identified a single reporting unit for purposes of goodwill impairment testing. The
impairment test is therefore performed on a consolidated basis. We perform our goodwill
impairment analysis on an annual basis during the third quarter. Additional impairment
analysis may be performed if circumstances or events occur which may have an impact on the
fair value of our goodwill. Generally, fair value represents a multiple of earnings or
discounted projected cash flows. Potential impairment is indicated when the carrying value
of the entity, including goodwill, exceeds its fair value. If the potential for impairment
exists, the fair value of the entity is subsequently measured against the fair value of
its underlying assets and liabilities, excluding goodwill, to estimate an implied fair
value of the entitys goodwill. Impairment loss is recognized for any excess of the
carrying value of the entitys goodwill over the implied fair value. We performed our
impairment analysis as of September 30, 2006 and concluded that no potential impairment of
goodwill existed as the fair value of our goodwill exceeded its carrying value.

The
value of core deposit intangible assets acquired in connection with the UNFC and Marine
Bank transactions, which is subject to amortization, is included in the Consolidated
Statements of Financial Condition as other intangible assets. Determining the amount of
identifiable intangible assets and their average lives involves multiple assumptions and
estimates and is typically determined by performing a discounted cash flow analysis, which
involves a combination of any or all of the following assumptions: customer attrition,
account runoff, alternative funding costs, deposit servicing costs and discount rates. The
core deposit intangible assets have been estimated to have nine- to ten-year lives. Core
deposit intangible assets are amortized using an accelerated method of amortization which
is recorded in other operating expense.

We
review our core deposit intangible assets for impairment whenever events or changes in
circumstances indicate that we may not recover our investment in the underlying assets or
liabilities which gave rise to these intangible assets.

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

11

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

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

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

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

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

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

12

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 3 
Stock-Based Compensation

Effective
January 1, 2006, we adopted SFAS No. 123(R) Share-Based Payment (SFAS No.
123(R)). SFAS No. 123(R) requires that compensation expense related to stock-based
payment transactions be recognized in the financial statements and that expense be
measured based on the fair value of the equity or liability instrument issued. SFAS No.
123(R) also requires that forfeitures be estimated over the vesting period of the
instrument. We adopted SFAS No. 123(R) using the modified-prospective method and have
applied this method to the accounting for our stock options and restricted shares. Under
the modified-prospective method, stock-based employee compensation expense recognized
after adoption includes: (a) stock-based expense for all awards granted prior to, but not
yet vested as of January 1, 2006, based on the grant date fair value estimated in
accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123), and (b) stock-based employee compensation
expense for all awards granted subsequent to January 1, 2006, based on grant date fair
value estimated in accordance with the provisions of SFAS No. 123(R). Prior to January 1,
2006, as permitted by SFAS No. 123, we accounted for stock-based payments to employees
using Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and, therefore recorded no stock-based employee
compensation expense for employee stock options. Results for periods prior to January 1,
2006 have not been restated.

Had
stock-based employee compensation expense for our 2003 Stock Option Plan (SOP)
and Employee Stock Ownership Plan (ESOP) been determined based on a calculated
fair value using the Black-Scholes model at the grant date for awards subsequent to the
distribution, consistent with the recognition provisions of SFAS No. 123(R), our net
income and earnings per share would have been impacted as follows for the three and nine
month periods ended September 30, 2005:

|(Dollars in thousands, except per share data)                | Three Months Ended
September 30, 2005 | Nine Months Ended
September 30, 2005
|------------------------------------------------------------ | ------------------------------------- | ------------------------------------
|Net income (as reported)                                     |                                       |                                     
|Add: stock-based employee compensation expense               |                                       |                                     
|included in reported net income, net of related tax effects  |                                       |                                     
|Deduct: total stock-based employee compensation expense      |                                       |                                     
|determined under the fair value based method for all awards, |                                       |                                     
|net of related tax effects                                   |                                       |                                     
|                                                            
|Pro forma net income                                         |                                       |                                     
|                                                            
|Basic earnings per share (as reported)                       |                                       |                                     
|Pro forma basic earnings per share                           |                                       |                                     
|Diluted earnings per share (as reported)                     |                                       |                                     
|Pro forma diluted earnings per share                         |                                       |                                     
|                                                            

13

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

Amounts
recognized in the financial statements with respect to our ESOP and stock-based employee
compensation plans are presented in the following table:

|                                                  | Three Months Ended September 30, | Nine Months Ended September 30,
|------------------------------------------------- | -------------------------------- | -------------------------------
|
|Stock-based employee compensation expense:        |                                  |                                
|Employee Stock Ownership Plan expense             |                                  |                                
|Management Recognition and Retention Plan expense |                                  |                                
|2003 Stock Option Plan expense                    |                                  |                                
|                                                 
|Amount of stock-based compensation expense,       |                                  |                                
|before income tax benefit                         |                                  |                                
|                                                 
|Amount of related income tax benefit recognized   |                                  |                                
|                                                 

Employee
Stock Ownership Plan.Concurrent with the conversion from mutual to stock
ownership in October 2002, we established an ESOP for the benefit of our employees. The
ESOP is a qualified pension plan under Internal Revenue Service guidelines which covers
all full-time employees who have completed 1,000 hours of service. Upon formation,
the ESOP purchased 1,806,006 shares of common stock issued in the initial public offering
with the proceeds of an $18,060,060 loan from the Company.

We
account for our ESOP in accordance with Statement of Position 93-6, Employers
Accounting for Employee Stock Ownership Plans. Accordingly, expense is recognized
based on the market value (average stock price) of shares scheduled to be released from
the ESOP trust. As shares are committed to be released from collateral, we report employee
compensation expense equal to the average market price of the shares and the shares become
outstanding for earnings per share (EPS) computations. Our contributions and
dividends on allocated and unallocated ESOP shares are used to pay down the loan.
Accordingly, we have recorded the obligation with an offsetting amount of unearned
compensation in stockholders equity in the accompanying Consolidated Statements of
Financial Condition.

|                                                               | At or for the
Three Months Ended
September 30, | At or for the
Nine Months Ended
September 30,
|-------------------------------------------------------------- | ---------------------------------------------- | ---------------------------------------------
|
|Employee Stock Ownership Plan compensation expense             |                                                |                                              
|Employee Stock Ownership Plan shares allocated to employees    |                                                |                                              
|Employee Stock Ownership Plan shares unallocated               |                                                |                                              
|Fair value of Employee Stock Ownership Plan unallocated shares |                                                |                                              
|                                                              

14

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

2003
Management Recognition and Retention Plan. We established the 2003
Management Recognition and Retention Plan (MRRP) which is a stock-based
incentive plan that was approved by our shareholders at our 2003 Annual Meeting of
Shareholders. The shares awarded by the MRRP vest to participants at the rate of 20% per
year. Employee compensation expense for this plan is being recorded over a 60-month
period, using the straight-line amortization method adjusted for forfeitures, and is based
on the market price of our stock as of the date the awards were made. Shareholders
approved 903,003 shares to be granted under the MRRP and 100,653 shares are still
available for future grants as of September 30, 2006. The following table summarizes
shares of our common stock that were subject to award and have been granted pursuant to
the MRRP at September 30, 2006:

|                                         | Number of Shares | Weighted Average Fair Value at Grant Date
|---------------------------------------- | ---------------- | -----------------------------------------
|Shares outstanding at December 31, 2005  |                  |                                          
|Shares granted                           |                  |                                          
|Shares vested                            |                  |                                          
|Shares forfeited                         |                  |                                          
|                                        
|Shares outstanding at September 30, 2006 |                  |                                          
|                                        

Employee
compensation expense related to the MRRP totaled $726,000 and $718,000 for the three
months ended September 30, 2006 and 2005, respectively, and $2.2 million for the nine
months ended September 30, 2006 and 2005, respectively. As of September 30, 2006, we had
$4.9 million of total unrecognized employee compensation expense related to unvested MRRP
shares. These expenses are expected to be recognized over a weighted average period of 1.8
years. There were no MRRP shares granted, vested or forfeited during the three months
ended September 30, 2006. Excess tax benefits of $809,000 were realized during the nine
months ended September 30, 2006 as a result of the vesting of 152,720 MRRP shares.

2003
Stock Option Plan. We established the SOP under which 2,257,508 shares of
our common stock were reserved for the grant of stock options to directors, officers and
employees. Stock options awarded under the SOP vest to participants at the rate of 20% per
year. Employee compensation expense for this plan is being recorded over a 60-month
period, using the straight-line amortization method adjusted for forfeitures, and is based
on the fair value of our stock options as of the date the awards were made. The exercise
price of the options is equal to the market price of the common stock on the grant date.
Shareholders approved 2,257,508 stock options to be granted under the SOP and 359,758 of
these stock options remain available for future grants as of September 30, 2006.

15

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

The
fair value of each option was estimated on the date of the grant using the Black-Scholes
model. The dividend yield was calculated based on the annual dividends paid and the
12-month average closing stock price at the time of the grant. Expected volatility was
based on historical volatility of our stock price. We have utilized historical experience
to determine the expected life of the stock options and to estimate future forfeitures.
All inputs into the Black-Scholes model are estimates at the time of the grant. Actual
results in the future could materially differ from these estimates; however, such results
would not impact future reported net income.

The
following table details the inputs into the Black-Scholes model for stock options granted
during the years ended December 31, 2004 and 2003. There were no stock options granted
during the year ended December 31, 2005 or the nine months ended September 30, 2006.

|                                                     | Year Ended December 31,
|---------------------------------------------------- | -----------------------
|
|Dividend yield                                       |                        
|Expected volatility                                  |                        
|Risk-free interest rate                              |                        
|Expected life of stock options                       |                        
|Weighted average fair value of stock options granted |                        
|                                                    

The
following table details stock options issued, exercised and forfeited during the nine
months ended September 30, 2006:

|(Dollars in thousands, except per share data)   | Number of Shares | Weighted Average Exercise Price | Weighted AverageRemainingContractual Term(In Years) | AverageIntrinsicValue
|----------------------------------------------- | ---------------- | ------------------------------- | --------------------------------------------------- | ---------------------
|Stock options outstanding at December 31, 2005  |                  |                                 |                                                     | 1,864,750            
|Stock options granted                           |                  |                                 |                                                     | --                   
|Stock options exercised                         |                  |                                 |                                                     | (43,624              
|Stock options forfeited                         |                  |                                 |                                                     | (2,500               
|                                               
|Stock options outstanding at September 30, 2006 |                  |                                 |                                                     | 1,818,626            
|                                               
|Stock options exercisable at September 30, 2006 |                  |                                 |                                                     | 1,056,526            
|                                               

16

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

The
following table details the intrinsic value, cash received and tax benefit realized from
the exercise of stock options during the three and nine months ended September 30, 2006
and 2005:

|                                                                          | Three Months Ended
September 30, | Nine Months Ended
September 30,
|------------------------------------------------------------------------- | -------------------------------- | -------------------------------
|
|Intrinsic value (market value on the exercise date less the strike price) |                                  |                                
|Cash received from the exercise of stock options                          |                                  |                                
|Tax benefit realized from the exercise of stock options                   |                                  |                                
|                                                                         

At
September 30, 2006, there was $2.7 million of total unrecognized compensation expense
related to unvested stock options that will be expensed over a weighted average period of
1.7 years.

17

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 4  Goodwill
and Other Intangible Assets

Goodwill
had a net carrying amount of $42.2 million at September 30, 2006, a decrease of $55,000,
or 0.1%, compared to $42.3 million at December 31, 2005. The decrease in goodwill at
September 30, 2006 was the result of a realized tax benefit associated with the UNFC
acquisition. Goodwill represents the excess price paid over the fair value of the tangible
and intangible assets and liabilities acquired in connection with the August 27, 2004
acquisition of UNFC. On June 2, 2006, we completed the purchase of Marine Banks only
banking office in Omaha, Nebraska. We acquired $8.1 million of deposits and recorded a
core deposit intangible asset of $102,000 as a result of this transaction. There was no
goodwill recorded in connection with our Marine Bank branch purchase. We evaluate goodwill
for impairment annually in accordance with SFAS No. 142, Goodwill and Other Intangible
Assets. There have been no changes in the carrying amount of goodwill during the nine
months ended September 30, 2006 due to impairment as we are not aware of any facts or
circumstances that would indicate our carrying value exceeded fair value.

Our
only identifiable other intangible asset is the value of core deposits acquired as part of
the UNFC and Marine Bank transactions. The core deposit intangible assets have been
estimated to have nine- to ten-year lives. Core deposit intangible assets are amortized
using an accelerated method of amortization which is recorded in other operating expense.

The
changes in the net carrying amounts of other intangible assets for the three and nine
months ended September 30, 2006 and 2005 are as follows:

|                               | Three Months Ended
September 30, | Nine Months Ended
September 30,
|------------------------------ | -------------------------------- | -------------------------------
|
|Balance at beginning of period |                                  |                                
|Additions                      |                                  |                                
|Amortization expense           |                                  |                                
|                              
|Balance at end of period       |                                  |                                
|                              

Estimated
amortization expense for core deposit intangible assets for the year ending December 31,
2006 and five years thereafter is as follows:

|(Dollars in thousands)         | Core Deposit Intangible Asset
|------------------------------ | -----------------------------
|Estimated Amortization Expense |                              
|For the Year Ending:           |                              
|December 31, 2006              |                              
|December 31, 2007              |                              
|December 31, 2008              |                              
|December 31, 2009              |                              
|December 31, 2010              |                              
|December 31, 2011              |                              
|                              

18

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 5  Investment
and Mortgage-Backed Securities

The
carrying value, gross unrealized gains and losses and fair value of investment and
mortgage-backed securities by major security category at September 30, 2006 and December
31, 2005 are as follows:

|                                                  | September 30, 2006
|------------------------------------------------- | ------------------
|
|
|Held to maturity:                                 |                   
|Municipal obligations                             |                   
|                                                 
|Available for sale:                               |                   
|Mortgage-backed securities                        |                   
|U.S. Government securities and agency obligations |                   
|Corporate securities                              |                   
|Municipal obligations                             |                   
|Agency equity securities                          |                   
|Asset Management Fund - ARM Fund                  |                   
|                                                 
|Total investment and mortgage-backed              |                   
|securities, available for sale                    |                   
|                                                 

|                                                  | December 31, 2005
|------------------------------------------------- | -----------------
|
|
|Held to maturity:                                 |                  
|Municipal obligations                             |                  
|                                                 
|Available for sale:                               |                  
|Mortgage-backed securities                        |                  
|U.S. Government securities and agency obligations |                  
|Corporate securities                              |                  
|Municipal obligations                             |                  
|Agency equity securities                          |                  
|Asset Management Fund - ARM Fund                  |                  
|                                                 
|Total investment and mortgage-backed              |                  
|securities, available for sale                    |                  
|                                                 

We
believe all unrealized losses as of September 30, 2006 to be market related, with no
permanent sector or issuer credit concerns or impairments. We had 130 securities with
unrealized losses totaling $1.3 million for 12 consecutive months or longer as of
September 30, 2006. The unrealized losses are believed to be temporarily, not permanently,
impaired in value. An impairment is deemed temporary if the positive evidence indicating
that an investments carrying amount is recoverable within a reasonable time period
outweighs negative evidence to the contrary. As of September 30, 2006, we have the ability
and intent to hold these securities until maturity.

19

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 6  Loan
Portfolio Composition

Loans
receivable at September 30, 2006 and December 31, 2005 are summarized in the following
table:

|                                          | September 30, 2006 | December 31, 2005
|----------------------------------------- | ------------------ | -----------------
|
|Real estate loans:                        |                    |                  
|One-to-four family residential (1)        |                    |                  
|Second mortgage residential               |                    |                  
|Multi-family residential                  |                    |                  
|Commercial real estate and land           |                    |                  
|Residential construction                  |                    |                  
|Commercial construction                   |                    |                  
|Agriculture                               |                    |                  
|                                         
|Total real estate loans                   |                    |                  
|                                         
|Business                                  |                    |                  
|                                         
|Agriculture - operating                   |                    |                  
|                                         
|Warehouse mortgage lines of credit        |                    |                  
|                                         
|Consumer loans:                           |                    |                  
|Home equity                               |                    |                  
|Home equity lines of credit               |                    |                  
|Home improvement                          |                    |                  
|Automobile                                |                    |                  
|Other                                     |                    |                  
|                                         
|Total consumer loans                      |                    |                  
|                                         
|Total loans                               |                    |                  
|                                         
|Unamortized premiums, discounts and       |                    |                  
|deferred loan fees                        |                    |                  
|Undisbursed portion of construction and   |                    |                  
|land development loans in process         |                    |                  
|                                         
|Net loans                                 |                    |                  
|Allowance for loan losses                 |                    |                  
|                                         
|Net loans after allowance for loan losses |                    |                  
|                                         
|(1) Includes loans held for sale          |                    |                  
|                                         

20

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 7  Allowance
for Loan Losses

The
activity in the allowance for loan losses during the three and nine months ended September
30, 2006 and 2005 is summarized in the following table:

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

21

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

Note 8 
Nonperforming Assets

The
following table sets forth information with respect to nonperforming assets and troubled
debt restructurings at September 30, 2006 and December 31, 2005. It is our policy to cease
accruing interest on loans 90 days or more past due and to charge off accrued interest.
Included in the following table, under nonperforming loans and troubled debt
restructurings, are impaired loans of $3.7 million and $4.2 million at September 30, 2006
and December 31, 2005, respectively. Our allowance for loan losses specifically allocated
to impaired loans totaled $301,000 and $1.1 million at September 30, 2006 and December 31,
2005, respectively.

|(Dollars in thousands)                                                                        | September 30, 2006 | December 31, 2005
|--------------------------------------------------------------------------------------------- | ------------------ | -----------------
|Nonperforming loans:                                                                          |                    |                  
|One-to-four family residential                                                                |                    |                  
|Second mortgage residential                                                                   |                    |                  
|Multi-family residential                                                                      |                    |                  
|Commercial real estate and land                                                               |                    |                  
|Residential construction                                                                      |                    |                  
|Agriculture                                                                                   |                    |                  
|Business                                                                                      |                    |                  
|Agriculture - operating                                                                       |                    |                  
|Consumer                                                                                      |                    |                  
|                                                                                             
|Total nonperforming loans                                                                     |                    |                  
|Real estate owned, net (1)                                                                    |                    |                  
|                                                                                             
|Total nonperforming assets                                                                    |                    |                  
|Troubled debt restructurings                                                                  |                    |                  
|                                                                                             
|Total nonperforming assets and troubled debt restructurings                                   |                    |                  
|                                                                                             
|Total nonperforming loans as a percentage of net loans                                        |                    |                  
|                                                                                             
|Total nonperforming assets as a percentage of total assets                                    |                    |                  
|                                                                                             
|Total nonperforming assets and troubled debt restructurings                                   |                    |                  
|as a percentage of total assets                                                               |                    |                  
|                                                                                             
|Allowance for loan losses as a percentage of net loans                                        |                    |                  
|                                                                                             
|Allowance for loan losses as a percentage of nonperforming loans                              |                    |                  
|                                                                                             
|(1)  Real estate owned balances are shown net of related loss allowances.  Includes both real |                    |                  
|property and other repossessed collateral consisting primarily of automobiles.                |                    |                  
|                                                                                             

22

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 9  Mortgage
Servicing Rights

The
balance of capitalized mortgage servicing rights, net of valuation allowances, included in
other assets at September 30, 2006 and December 31, 2005 was $12.4 million and $11.7
million, respectively. The fair values of these rights were approximately $16.2 million
and $15.0 million at September 30, 2006 and December 31, 2005, respectively. The following
are the key assumptions used in measuring the fair values of capitalized mortgage
servicing rights and the sensitivity of the fair values to changes in those assumptions:

|(Dollars in thousands)             | September 30, 2006 | December 31, 2005
|---------------------------------- | ------------------ | -----------------
|Serviced loan portfolio balance    | $1,278,493         | $1,201,759       
|Fair value                         | $16,175            | $14,954          
|Prepayment speed                   | 9.00% - 29.80%     | 9.00% - 26.40%   
|Weighted average prepayment speed  | 12.18%             | 11.52%           
|Fair value with 10% adverse change | $15,554            | $14,405          
|Fair value with 20% adverse change | $14,953            | $13,847          
|Discount rate                      | 10.00% - 14.00%    | 10.00% - 15.00%  
|Weighted average discount rate     | 11.36%             | 11.40%           
|Fair value with 10% adverse change | $15,629            | $14,453          
|Fair value with 20% adverse change | $15,091            | $13,942          
|                                  

The
sensitivity of the fair values is hypothetical and should be used with caution. As the
figures indicate, changes in fair value based on a variation in assumptions generally
cannot be extrapolated because the relationship of the change in assumptions to the change
in fair value may not be linear. Also, in the table, the effect of a variation in a
particular assumption on the fair value of the capitalized mortgage servicing rights is
calculated without changing any other assumption. In reality, changes in one assumption
may result in changes in another that might magnify or counteract the sensitivities.

The
following table summarizes activity in capitalized mortgage servicing rights, including
amortization expense:

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

23

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

The
valuation allowance on mortgage servicing rights is summarized in the following table for
the three and nine months ended September 30, 2006 and 2005:

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

We
evaluate the fair value of mortgage servicing rights on a quarterly basis using current
prepayment speeds, cash flow and discount rate estimates. Changes in these estimates
impact fair value and could require us to record a valuation allowance or recovery. During
the year ended December 31, 2005, the balance of our mortgage servicing rights valuation
allowance was recaptured into earnings. Our evaluation of mortgage servicing rights at
September 30, 2006 indicated that no valuation allowance was necessary. There was a
valuation allowance established for capitalized mortgage servicing rights of $729,000 at
September 30, 2005. The amortization expense and valuation adjustment are recorded as a
reduction of fees and service charges in the accompanying Consolidated Statements of
Income.

24

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 10  Deposits

Deposits
at September 30, 2006 and December 31, 2005 are summarized in the following table:

|                                | September 30, 2006 | December 31, 2005
|------------------------------- | ------------------ | -----------------
|
|Transaction accounts:           |                    |                  
|Noninterest-bearing checking    |                    |                  
|Savings                         |                    |                  
|Interest-bearing checking       |                    |                  
|Money market                    |                    |                  
|                               
|Total transaction accounts      |                    |                  
|                               
|Total transaction accounts as a |                    |                  
|percentage of total deposits    |                    |                  
|                               
|Time deposits:                  |                    |                  
|0.00% to 2.99%                  |                    |                  
|3.00% to 4.99%                  |                    |                  
|5.00% to 6.99%                  |                    |                  
|                               
|Total time deposits             |                    |                  
|                               
|Total time deposits as a        |                    |                  
|percentage of total deposits    |                    |                  
|                               
|Total deposits                  |                    |                  
|                               

The
scheduled maturities of time deposits at September 30, 2006 are presented in the following
table:

|(Dollars in thousands)                       | Amount | Percent
|-------------------------------------------- | ------ | -------
|Amount Maturing During the 12 Months Ending: |        |        
|September 30, 2007                           |        |        
|September 30, 2008                           |        |        
|September 30, 2009                           |        |        
|Thereafter                                   |        |        
|                                            
|Total time deposits                          |        |        
|                                            

25

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 11  FHLBank
Topeka Advances and Other Borrowings

At
September 30, 2006 and December 31, 2005, we were indebted on notes as shown in the
following table:

|(Dollars in thousands)                  | September 30, 2006 | December 31, 2005
|--------------------------------------- | ------------------ | -----------------
|Permanent fixed-rate notes payable to   |                    |                  
|the FHLBank Topeka                      |                    |                  
|Convertible fixed-rate notes payable to |                    |                  
|the FHLBank Topeka                      |                    |                  
|Line of credit with the FHLBank Topeka  |                    |                  
|Retail repurchase agreements            |                    |                  
|Junior subordinated debentures          |                    |                  
|                                       
|Total FHLBank Topeka advances and       |                    |                  
|other borrowings                        |                    |                  
|                                       
|Weighted average interest rate          |                    |                  
|                                       

The
convertible fixed-rate notes are convertible to adjustable-rate notes at the option of the
FHLBank Topeka (FHLBank). The line of credit with the FHLBank expires in
November 2006. We expect the line of credit agreement to be renewed in the ordinary course
of business due to our current blanket collateral agreement with the FHLBank.

26

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 12  Pending
Banking Office Sale

On
September 25, 2006, we entered into a Purchase and Assumption Agreement to sell our
Plainville and Stockton, Kansas deposits and bank offices to Stockton National Bank of Stockton,
Kansas. Inclusive in the premium to be paid on the sold deposits is the transfer of certain other
items, including premises and equipment and accrued interest payable, at net book
value on the date of the sale. This sale is subject to regulatory approval and is expected
to close in December 2006.

|(Dollars in thousands)          | September 30, 2006
|------------------------------- | ------------------
|Assets held for sale:           |                   
|Cash                            |                   
|Premises and equipment, net     |                   
|                               
|Total assets held for sale      |                   
|                               
|Liabilities held for sale:      |                   
|Deposit accounts:               |                   
|Noninterest-bearing checking    |                   
|Savings                         |                   
|Interest-bearing checking       |                   
|Money market                    |                   
|Time deposits                   |                   
|                               
|Total deposits held for sale    |                   
|                               
|Accrued interest payable        |                   
|                               
|Total liabilities held for sale |                   
|                               

27

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Note 13  Current
Accounting Pronouncements

For
a discussion regarding accounting pronouncements, interpretations, exposure drafts and
other formal accounting guidance and the impact of these on our financial condition and
results of operations, reference is made to our Annual Report on Form 10-K for the year
ended December 31, 2005. The following discussion identifies certain recently issued
accounting guidance.

# Statements of Financial
Accounting Standards

In
February 2006, the Financial Accounting Standards Board (FASB) issued
Statement No. 155, Accounting for Certain Hybrid Financial Instruments  an
Amendment of FASB Statements No. 133 and 140, (SFAS No. 155), to address
issues which had arisen related to SFAS Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. Under SFAS No. 155, companies may elect to measure
at fair value entire financial instruments containing embedded derivatives that would
otherwise have to be accounted for separately. Additionally, SFAS No. 155 provides the
following: (a) requires companies to identify interests in securitized financial assets
that are freestanding derivatives or contain embedded derivatives that would have to be
accounted for separately; (b) clarifies which interest- and principal-only strips are
subject to SFAS No. 133; and (c) amends SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities(SFAS No.
140), to eliminate the prohibition of a qualifying special purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. SFAS No. 155 is effective for all financial
instruments acquired, issued or subject to a remeasurement (new basis) event after the
beginning of a companys first fiscal year beginning after September 15, 2006. We do
not anticipate that the adoption of SFAS No. 155 will have a material impact on our
Consolidated Statement of Financial Condition or Consolidated Statement of Income.

In
March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets
 an Amendment of FASB Statement No. 140(SFAS No. 156). SFAS No. 156
amends SFAS No. 140 with respect to the accounting for separately recognized servicing
assets and servicing liabilities. SFAS No. 156 has the following requirements: (a)
requires an entity to recognize a servicing asset or servicing liability each time it
undertakes an obligation to service a financial asset by entering into a servicing
contract; (b) requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practical; (c) permits an entity to
choose either the amortization method or fair value measurement method for each class of
separately recognized servicing assets and servicing liabilities; (d) at its initial
adoption, permits a one-time reclassification of available for sale securities to trading
securities by entities with recognized servicing rights, without calling into question the
treatment of other available for sale securities under SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities, provided that the available for
sale securities are identified in some manner as offsetting the entitys exposure to
changes in fair value of servicing assets or servicing liabilities that a servicer elects
to subsequently measure at fair value; and (e) requires separate presentation of servicing
assets and servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized servicing
assets and servicing liabilities. SFAS No. 156 is effective as of a companys first
fiscal year beginning after September 15, 2006. We are evaluating the impact that SFAS No.
156 may have on our consolidated financial statements.

28

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS
No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring
fair value under generally accepted accounting principles and expands disclosure about
fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based
measurement, not an entity-specific measurement. Therefore, a fair value measurement
should be determined based on the assumptions that market participants would use in
pricing the asset or liability. This statement clarifies that market participant
assumptions include assumptions about risk. A fair value measurement should include an
adjustment for risk if market participants would include one in pricing the related asset
or liability, even if the adjustment is difficult to determine. This statement also
clarifies that market participant assumptions should also include assumptions about the
effect of a restriction on the sale or use of an asset. This statement clarifies that fair
value measurement for a liability should reflect nonperformance risk (the risk that the
obligation will not be fulfilled). This statement expands disclosures about the use of
fair value to measure assets and liabilities in interim and annual periods subsequent to
initial recognition. The disclosures focus on the inputs used to measure fair value and
for recurring fair value measurements using significant unobservable inputs and the effect
of the measurements on earnings (or changes in net assets) for the period. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after November 15,
2007. We are evaluating the impact that SFAS No. 157 may have on our consolidated
financial statements.

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87,
88, 106, and 132(R) (SFAS No. 158). SFAS No. 158 requires an employer to
recognize the overfunded or underfunded status of defined benefit postretirement plans as
an asset or liability in its statement of financial position. The funded status is
measured as the difference between the assets at fair value and benefit obligation (the
projected benefit obligation for pension plans or the accumulated benefit obligation for
other postretirement benefit plans). An employer is also required to measure the funded
status of a plan as of the date of its year-end statement of financial position with
changes in the funded status recognized through comprehensive income. SFAS No. 158 also
requires certain disclosures regarding the effects on net periodic benefit cost for the
next fiscal year that arise from delayed recognition of gains or losses, prior service
costs or credits and the transition asset or obligation. An employer with publicly traded
equity securities is required to initially recognize the funded status of a defined
benefit postretirement plan and to provide the required disclosures as of the end of the
fiscal year ending after December 15, 2006. We do not anticipate that the adoption of SFAS
No. 158 will have a material impact on our Consolidated Statement of Financial Condition
or Consolidated Statement of Income.

29

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TierOne Corporation and
SubsidiariesNotes to Consolidated Financial Statements  (Unaudited)

# Financial Accounting
Standards Board Interpretations

In
June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes  an Interpretation of FASB Statement No. 109 (FIN
48)", which clarifies the accounting for uncertainty in income taxes recognized
in a companys financial statements in accordance with SFAS No. 109,
Accounting for Income Taxes. FIN 48 prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after December
15, 2006. We are evaluating the impact that FIN 48 may have on our consolidated financial
statements.

# SEC Staff Accounting
Bulletins

In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the
Effects of Prior Year Misstatements in Current Year Financial Statements (SAB
108). SAB 108 addresses how the effects of prior year uncorrected errors
must be considered in quantifying misstatements in the current year financial statements.
The effects of prior year uncorrected errors include the potential accumulation of
improper amounts that may result in a material misstatement on the balance sheet or the
reversal of prior period errors in the current period that result in material misstatement
of the current period income statement amounts. Adjustments to current or prior period
financial statements would be required in the event that after application of various
approaches for assessing materiality of a misstatement in current period financial
statements and consideration of all relevant quantitative and qualitative factors, a
misstatement is determined to be material. SAB 108 will be applicable to all financial
statements issued after November 15, 2006. We do not anticipate that the adoption of SAB
108 will have a material impact on our Consolidated Statement of Financial Condition or
Consolidated Statement of Income.

30

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

# General

TierOne
Bank (Bank), a subsidiary of TierOne Corporation (Company), is a
$3.4 billion federally chartered stock savings bank headquartered in Lincoln, Nebraska.
Established in 1907, the Bank offers customers a wide variety of full-service consumer,
commercial and agricultural banking products and services through a network of 70 banking
offices located in Nebraska, Iowa and Kansas and nine loan production offices located in
Arizona, Colorado, Florida, Minnesota, Nevada and North Carolina. Product offerings
include residential, commercial and agricultural real estate loans; consumer,
construction, business and agricultural operating loans; warehouse mortgage lines of
credit; consumer and business checking and savings plans; investment and insurance
services; and telephone and internet banking.

Our
results of operations are dependent primarily on net interest income, which is the
difference between the interest earned on our assets, primarily our loan and securities
portfolios, and our cost of funds, which consists of the interest paid on our deposits and
borrowings. Our net income is also affected by our provision for loan losses, noninterest
income, noninterest expense and income tax expense. Noninterest income generally includes
fees and service charges, debit card fees, net income from real estate operations, net
gain on sales of investment securities, loans held for sale and real estate owned and
other operating income. Noninterest expense consists of salaries and employee benefits,
occupancy (net), data processing, advertising and other operating expense. Our earnings
are significantly affected by general economic and competitive conditions, particularly
changes in market interest rates and U.S. Treasury yield curves, government policies and
actions of regulatory authorities.

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

31

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# Forward-Looking
Statements

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

| |  | Strength
of the United States economy in general and the strength of the local economies in which
we conduct our operations;
| | - | ----------------------------------------------------------------------------------------------------------------------------

| |  | Changes
in interest rates or other competitive factors which could affect net interest margins,
net interest income and noninterest income;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | Increases
in the levels of losses, customer bankruptcies, claims and assessments;
| | - | ---------------------------------------------------------------------------------

| |  | Unanticipated
issues associated with the execution of our strategic plan;
| | - | -------------------------------------------------------------------------

| |  | Changes
in fiscal, monetary, regulatory, trade and tax policies and laws;
| | - | -------------------------------------------------------------------------

| |  | Increased
competitive challenges and expanding product and pricing pressures among financial
institutions;
| | - | ----------------------------------------------------------------------------------------------------------

| |  | Changes
in accounting policies or procedures as may be required by various regulatory agencies;
| | - | -----------------------------------------------------------------------------------------------

| |  | Changes
in consumer spending and savings habits;
| | - | ------------------------------------------------

| |  | Unanticipated
issues associated with the construction of a new banking office in Papillion, Nebraska
and the sale of two banking offices in Plainville and Stockton, Kansas; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Other
factors discussed in documents (including this report) filed with the Securities and
Exchange Commission from time to time.
| | - | ---------------------------------------------------------------------------------------------------------------------------------

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

32

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# Comparison of Financial
Condition at September 30, 2006 and December 31, 2005

# Assets

General.          Our
total assets were $3.4 billion at September 30, 2006, an increase of $128.7
          million, or 4.0%, compared to $3.2 billion at December 31, 2005. The increase
          was primarily the result of a $139.0 million increase in net loans.

Investment
and Mortgage-Backed Securities. Our available for sale investment
securities totaled $114.6 million at September 30, 2006, an increase of $12.0 million, or
11.7%, compared to $102.6 million at December 31, 2005. The increase in our available for
sale investment securities was attributable to security purchases of $59.7 million
partially offset by $48.1 million in proceeds received from maturing and sold investment
securities. Our mortgage-backed securities, all of which are recorded as available for
sale, totaled $14.2 million at September 30, 2006, a decrease of $5.5 million, or 28.0%,
compared to $19.8 million at December 31, 2005. The decrease in our mortgage-backed
securities was the result of $5.5 million of principal payments received during the nine
months ended September 30, 2006.

Loans
Receivable. Net loans totaled $3.0 billion at September 30, 2006, an
increase of $139.0 million, or 4.9%, compared to $2.8 billion at December 31, 2005. During
the nine months ended September 30, 2006, we originated $3.8 billion of loans and
purchased $381.0 million of loans. These increases were partially offset by $3.9 billion
of principal repayments and $184.2 million of loan sales.

|(Dollars in thousands)                  | September 30, 2006 | December 31, 2005 | Increase(Decrease) | % Change 
|--------------------------------------- | ------------------ | ----------------- | ------------------ | ---------
|One-to-four family residential (1)      |                    |                   | $                  | 350,040  
|Second mortgage residential             |                    |                   |                    | 127,207  
|Multi-family residential                |                    |                   |                    | 146,063  
|Commercial real estate and land         |                    |                   |                    | 837,375  
|Residential construction                |                    |                   |                    | 870,932  
|Commercial construction                 |                    |                   |                    | 413,562  
|Agriculture                             |                    |                   |                    | 67,609   
|Business                                |                    |                   |                    | 198,535  
|Agriculture - operating                 |                    |                   |                    | 88,163   
|Warehouse mortgage lines of credit      |                    |                   |                    | 104,798  
|Consumer                                |                    |                   |                    | 413,135  
|                                       
|Total loans                             |                    |                   |                    | 3,617,419
|                                       
|Unamortized premiums, discounts         |                    |                  
|and deferred loan fees                  |                    |                   |                    | 4,527    
|Undisbursed portion of construction and |                    |                  
|land development loans in process       |                    |                   |                    | (638,319 
|                                       
|Net loans                               |                    |                   | $                  | 2,983,627
|                                       
|(1) Includes loans held for sale        |                    |                  
|                                       

33

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The
increase in our commercial real estate and land and commercial construction loan
portfolios was primarily attributable to loan origination activity related to our loan
production offices (located in Arizona, Colorado, Florida, Minnesota, Nevada and North
Carolina) that are strategically positioned in high growth areas of the United States. The
increase in business loans at September 30, 2006 was primarily the result of expanded
lending capabilities resulting from the addition of commercial banking personnel
specializing in corporate banking. The decline in our one-to-four family residential loan
portfolio was primarily the result of decreased demand for adjustable-rate residential
loans as borrowers migrate to fixed-rate loans. Generally, we originate adjustable-rate,
one-to-four family residential mortgage loans for retention in our portfolio. We sell
substantially all newly originated fixed-rate, one-to-four family residential mortgage
loans in the secondary market on a servicing retained basis which produces noninterest
income in the form of net gains and losses on sales and loan servicing fees. The decrease
in our second mortgage loan portfolio was primarily the result of loan repayments and
prepayments.

Allowance
for Loan Losses. Our allowance for loan losses increased $1.5 million, or
4.8%, to $32.4 million at September 30, 2006 compared to $30.9 million at December 31,
2005. Our allowance for loan losses as a percentage of nonperforming loans was 162.77% at
September 30, 2006 compared to 214.30% at December 31, 2005. Our ratio of the allowance
for loan losses to net loans was 1.08% and 1.09% at September 30, 2006 and December 31,
2005, respectively.

Premises
and Equipment.Premises and equipment increased $257,000, or 0.7%, to $39.8
million at September 30, 2006 compared to $39.5 million at December 31, 2005. The increase
was attributable to $3.9 million in asset additions which were partially offset by
depreciation and amortization expense of $2.8 million for the nine months ended September
30, 2006. Significant additions during the nine months ended September 30, 2006 included
new, full-service banking facilities opened in Omaha and Hastings, Nebraska.

FHLBank
Topeka Stock. FHLBank Topeka (FHLBank) stock totaled $61.1
million at September 30, 2006, an increase of $2.6 million, or 4.4%, compared to $58.5
million at December 31, 2005. The increase is attributable to FHLBank stock dividends
received during the nine months ended September 30, 2006.

Goodwill
and Other Intangible Assets.Goodwill totaled $42.2 million at September
30, 2006 and $42.3 million at December 31, 2005 and relates to the 2004 acquisition of
United Nebraska Financial Co. (UNFC). The decrease in goodwill at September
30, 2006 was the result of a relized tax benefit associated with the UNFC acquisition.
Other intangible assets totaled $8.8 million at September 30, 2006, a decrease of $1.2
million, or 12.2%, compared to $10.0 million at December 31, 2005 and relates to the core
deposit intangible assets recorded as a result of the UNFC acquisition and the Marine
Bank transaction. The decrease was attributable to $1.3 million in amortization partially
offset by a $102,000 core deposit intangible asset recorded in conjunction with the
Marine Bank transaction.

Other
Assets.Other assets increased $6.0 million, or 21.1%, to $34.5 million at
September 30, 2006 compared to $28.5 million at December 31, 2005. At September 30, 2006,
the largest item recorded in other assets was net mortgage servicing assets of $12.4
million. The remainder consisted of prepaid expenses, miscellaneous receivables and other
assets.

34

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Liabilities and Stockholders Equity

General.         Our
total liabilities were $3.0 billion at September 30, 2006, an increase of           $92.4
million, or 3.2%, compared to $2.9 billion at December 31, 2005. We           utilized
FHLBank advances to fund lending activities during the nine months           ended
September 30, 2006.

Deposits.           Deposits
declined $34.3 million, or 1.7%, to $2.0 billion at September 30, 2006.

|(Dollars in thousands)       | September 30, 2006 | December 31, 2005 | Increase(Decrease) | % Change 
|---------------------------- | ------------------ | ----------------- | ------------------ | ---------
|Noninterest-bearing checking |                    |                   | $                  | 128,286  
|Savings                      |                    |                   |                    | 47,907   
|Interest-bearing checking    |                    |                   |                    | 343,705  
|Money market                 |                    |                   |                    | 396,307  
|Time deposits                |                    |                   |                    | 1,074,693
|                            
|Total retail deposits        |                    |                   |                    | 1,990,898
|Brokered time deposits       |                    |                   |                    | 13,154   
|                            
|Total deposits               |                    |                   | $                  | 2,004,052
|                            

The
decline in deposits was primarily attributable to $64.8 million of brokered time deposits
which matured during the nine months ended September 30, 2006 partially offset by a $22.4
million increase in retail generated deposits and $8.1 million of deposits acquired in the
Marine Bank transaction. Our brokered time deposits totaled $13.2 million at September 30,
2006 compared to $78.0 million at December 31, 2005. The weighted average inerest rate of our time
deposits was 4.56% at September 30, 2006 compared to 3.52% at December 31, 2005. Our
transaction accounts (checking, savings and money market) totaled $916.2 million at
September 30, 2006, a decrease of $16.0 million, or 1.7%, compared to $932.2 million at
December 31, 2005. The weighted average interest rate of our transaction accounts was 1.74% at
September 30, 2006 compared to 1.35% at December 31, 2005. The increase in our money
market accounts and time deposits is primarily the result of customers migrating to these
accounts from lower-costing deposit accounts due to a rising interest rate environment.

FHLBank
Advances and Other Borrowings. Our FHLBank advances and other borrowings
totaled $948.2 million at September 30, 2006, an increase of $133.3 million, or 16.4%,
compared to $814.9 million at December 31, 2005. The increase in FHLBank advances and
other borrowings at September 30, 2006 was primarily attributable to borrowing an
additional $390.0 million of advances from the FHLBank and an outstanding balance on our
FHLBank line of credit of $42.0 million at September 30, 2006 partially offset by the
repayment of $300.2 million of FHLBank advances. We utilized FHLBank advances as our
primary funding source for loan origination and purchase activity during the nine months
ended September 30, 2006. The weighted average interest rate on our FHLBank advances and
other borrowings was 4.39% at September 30, 2006, an increase of 62 basis points compared
to 3.77% at December 31, 2005.

35

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Stockholders
Equity. At September 30, 2006, stockholders equity totaled $345.1
million, an increase of $36.3 million, or 11.8%, compared to $308.9 million at December
31, 2005. The increase in stockholders equity primarily reflects net income of $30.4
million during the nine months ended September 30, 2006, $3.7 million related to common
stock earned by participants in the Employee Stock Ownership Plan (ESOP), $2.2
million related to amortization of awards under the 2003 Management Recognition and
Retention Plan (MRRP) and $1.3 million related to amortization of stock
options under the 2003 Stock Option Plan (SOP). These increases were partially
offset by $3.3 million in cash dividends paid to our stockholders. We paid cash dividends
of $0.06 per common share on March 31, 2006 to shareholders of record on March 15, 2006
and $0.07 per common share on June 30, 2006 and September 29, 2006 to shareholders of
record on June 15, 2006 and September 15, 2006.

On
July 27, 2004, we announced that our Board of Directors had authorized the repurchase of
up to 1,828,581 shares of our outstanding common stock. There is no stated expiration date
for this authorization. We repurchased 21,724 shares of our outstanding common stock to
support employee benefit programs during the nine months ended September 30, 2006. After
accounting for earlier repurchases, at September 30, 2006, the total remaining common
stock repurchase authority was 1,658,319 shares. For further discussion regarding our
common stock repurchases, see Part II, Item 2 Unregistered Sales of Equity
Securities and Use of Proceeds.

Comparison of Operating Results
for the Three and Nine Months Ended September 30, 2006 and 2005

Net
Income. Net income for the three months ended September 30, 2006 was $11.5
million, or $0.67 per diluted share ($0.70 per basic share), compared to net income of
$8.6 million, or $0.51 per diluted share ($0.53 per basic share), for the three months
ended September 30, 2005. Net income for the nine months ended September 30, 2006 was
$30.4 million, or $1.78 per diluted share ($1.85 per basic share), compared to net income
of $23.3 million, or $1.40 per diluted share ($1.44 per basic share), for the nine months
ended September 30, 2005.

Net
Interest Income. Net interest income is the most significant component of
our earnings and consists of interest income on interest-earning assets offset by interest
expense on interest-bearing liabilities. Changes in net interest income result from
changes in volume, net interest spread and net interest margin. Volume relates to the
level of interest-earning assets and interest-bearing liabilities. Net interest spread
refers to the difference between the yield on interest-earning assets and the rate paid on
interest-bearing liabilities. Net interest margin refers to net interest income divided by
total interest-earning assets and is influenced by the level and mix of interest-earning
assets and interest-bearing liabilities. Net interest income before provision for loan
losses totaled $34.1 million for the three months ended September 30, 2006, an increase of
$7.4 million, or 27.9%, compared to $26.7 million for the three months ended September 30,
2005. For the nine months ended September 30, 2006, our net interest income totaled $94.7
million, an increase of $17.9 million, or 23.4%, compared to $76.7 million for the nine
months ended September 30, 2005. The increase in net interest income was attributable to a
continued increase in the average yield on our net loan portfolio supplemented by a $2.7
million prepayment fee collected on a commercial real estate loan during the three months
ended September 30, 2006.

36

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Our
average interest rate spread for the three months ended September 30, 2006 and 2005 was
4.03% and 3.29%, respectively. The increase in our average interest rate spread was
attributable to the increase in the yield earned on our interest-earning assets, primarily
our net loan portfolio, being greater than the increase in our average rate paid on
interest-bearing liabilities. The average yield on interest-earning assets was 7.73% for
the three months ended September 30, 2006, a 159 basis point increase compared to 6.14%
for the three months ended September 30, 2005. The average yield on interest-earning
assets was 7.17% for the nine months ended September 30, 2006, a 127 basis point increase
compared to 5.90% for the nine months ended September 30, 2005. The increase in the
average yield earned on interest-earning assets was primarily related to an increase in
the average yield earned on loans receivable. Our average yield earned on loans receivable
for the three months ended September 30, 2006 and 2005 was 7.90% and 6.29%, respectively.
Our average yield earned on loans receivable for the nine months ended September 30, 2006
and 2005 was 7.32% and 6.04%, respectively. This increase was primarily the result of our
lending strategy to focus on loans with relatively higher yields, adjustable interest
rates and/or shorter terms to maturity. Our average rate paid on interest bearing
liabilities was 3.70% for the three months ended September 30, 2006, an increase of 85
basis points compared to 2.85% for the three months ended September 30, 2005. Our average
rate paid on interest bearing liabilities was 3.39% for the nine months ended September
30, 2006, an increase of 78 basis points compared to 2.61% for the nine months ended
September 30, 2005.

Our
net interest margin (net interest income (annualized) divided by average interest-earning
assets) increased to 4.40% for the three months ended September 30, 2006 compared to 3.55%
for the three months ended September 30, 2005. Our net interest margin was 4.11% for the
nine months ended September 30, 2006 compared to 3.52% for the nine months ended September
30, 2005. The increase in our net interest margin for the three and nine month periods
ended September 30, 2006 was primarily the result of increases in the average yield earned
and average balance of loans receivable. The average balance of our total interest-earning
assets was $3.1 billion for the three months ended September 30, 2006, an increase of
$94.7 million, or 3.1%, compared to $3.0 billion for the three months ended September 30,
2005. The average balance of our total interest-earning assets was $3.1 billion for the
nine months ended September 30, 2006, an increase of $165.7 million, or 5.7%, compared to
$2.9 billion for the nine months ended September 30, 2005. We anticipate that average
interest rate spread and net interest margin compression may occur during the remainder of
2006 due to increased deposit interest costs and refinancing of our FHLBank advances and
other borrowings resulting from a rising interest rate environment.

Excluding
the receipt of the $2.7 million loan prepayment fee, our average interest rate spread
would have been 3.69% and 3.67%, respectively, for the three and nine months ended
September 30, 2006. Our net interest margin would have been 4.06% and 4.00%, respectively,
for the three and nine months ended September 30, 2006 after excluding the loan prepayment
fee.

37

---

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

|                                           | Three Months Ended September 30,
|------------------------------------------ | --------------------------------
|
|
|Interest-earning assets:                   |                                 
|Federal funds sold                         |                                 
|Investment securities (1)                  |                                 
|Mortgage-backed securities (1)             |                                 
|Loans receivable (2)                       |                                 
|                                          
|Total interest-earning assets              |                                 
|Noninterest-earning assets                 |                                 
|                                          
|Total assets                               |                                 
|                                          
|Interest-bearing liabilities:              |                                 
|Interest-bearing checking accounts         |                                 
|Savings accounts                           |                                 
|Money market accounts                      |                                 
|Time deposits                              |                                 
|                                          
|Total interest-bearing deposits            |                                 
|FHLBank Topeka advances and                |                                 
|other borrowings                           |                                 
|                                          
|Total interest-bearing liabilities         |                                 
|Noninterest-bearing accounts               |                                 
|Other liabilities                          |                                 
|                                          
|Total liabilities                          |                                 
|Stockholders equity                       |                                 
|                                          
|Total liabilities and stockholders equity |                                 
|                                          
|Net interest-earning assets                |                                 
|Net interest income; average               |                                 
|interest rate spread                       |                                 
|Net interest margin (3)                    |                                 
|Average interest-earning assets to average |                                 
|interest-bearing liabilities               |                                 
|                                          

|(1)
Includes securities available for sale and held to maturity. Investment securities also
include FHLBank Topeka stock. (2) Includes nonperforming loans during the respective
periods. Calculated net of unamortized premiums, discounts and deferred fees,
         undisbursed portion of construction and land development loans in process and
allowance for loan losses. (3) Equals net interest income (annualized) divided by average
interest-earning assets.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

38

---

|                                           | Nine Months Ended September 30,
|------------------------------------------ | -------------------------------
|
|
|Interest-earning assets:                   |                                
|Federal funds sold                         |                                
|Investment securities (1)                  |                                
|Mortgage-backed securities (1)             |                                
|Loans receivable (2)                       |                                
|                                          
|Total interest-earning assets              |                                
|Noninterest-earning assets                 |                                
|                                          
|Total assets                               |                                
|                                          
|Interest-bearing liabilities:              |                                
|Interest-bearing checking accounts         |                                
|Savings accounts                           |                                
|Money market accounts                      |                                
|Time deposits                              |                                
|                                          
|Total interest-bearing deposits            |                                
|FHLBank Topeka advances and                |                                
|other borrowings                           |                                
|                                          
|Total interest-bearing liabilities         |                                
|Noninterest-bearing accounts               |                                
|Other liabilities                          |                                
|                                          
|Total liabilities                          |                                
|Stockholders equity                       |                                
|                                          
|Total liabilities and stockholders equity |                                
|                                          
|Net interest-earning assets                |                                
|Net interest income; average               |                                
|interest rate spread                       |                                
|Net interest margin (3)                    |                                
|Average interest-earning assets to average |                                
|interest-bearing liabilities               |                                
|                                          

|(1)
Includes securities available for sale and held to maturity.  Investment securities also
include FHLBank Topeka stock. (2) Includes nonperforming loans during the respective
periods.  Calculated net of unamortized premiums, discounts and deferred fees,
         undisbursed portion of construction and land development loans in process and
allowance for loan losses. (3) Equals net interest income (annualized) divided by average
interest-earning assets.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

39

---

Rate/Volume
Analysis. The following table shows the extent to which changes in interest rates
and changes in the volume of interest-related assets and liabilities affected our
interest income and expense during the periods indicated. For each category of
interest-earning assets and interest-bearing liabilities, information is provided on
changes attributable to: (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 September 30, 2006
Compared to
Three Months Ended September 30, 2005 | Nine Months Ended September 30, 2006
Compared to
Nine Months Ended September 30, 2005
|--------------------------------- | --------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|
|
|Interest income:                  |                                                                                         |                                                                                      
|Federal funds sold                |                                                                                         |                                                                                      
|Investment securities             |                                                                                         |                                                                                      
|Mortgage-backed securities        |                                                                                         |                                                                                      
|Loans receivable (1)              |                                                                                         |                                                                                      
|                                 
|Total interest income             |                                                                                         |                                                                                      
|                                 
|Interest expense:                 |                                                                                         |                                                                                      
|Interest-bearing                  |                                                                                         |                                                                                      
|checking accounts                 |                                                                                         |                                                                                      
|Savings accounts                  |                                                                                         |                                                                                      
|Money market accounts             |                                                                                         |                                                                                      
|Time deposits                     |                                                                                         |                                                                                      
|                                 
|Total interest expense            |                                                                                         |                                                                                      
|on deposits                       |                                                                                         |                                                                                      
|FHLBank Topeka advances and       |                                                                                         |                                                                                      
|other borrowings                  |                                                                                         |                                                                                      
|                                 
|Total interest expense            |                                                                                         |                                                                                      
|                                 
|Net change in net interest income |                                                                                         |                                                                                      
|                                 

|(1)
Calculated net of unamortized premiums, discounts and deferred fees, undisbursed portion
of construction     and land development loans in process and
allowance for loan losses.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest
Income.Our total interest income for the three months ended September 30, 2006
was $60.0 million, an increase of $13.8 million, or 29.8%, compared to $46.2 million for
the three months ended September 30, 2005. Interest income on loans receivable totaled
$57.6 million for the three months ended September 30, 2006, an increase of $13.4 million,
or 30.2%, compared to $44.2 million for the three months ended September 30, 2005. The
average balance of loans receivable increased $102.2 million, or 3.6%, to $2.9 billion for
the three months ended September 30, 2006 compared to $2.8 billion for the three months
ended September 30, 2005. The average yield earned on loans receivable increased to 7.90%
for the three months ended September 30, 2006 compared to 6.29% for the three months ended
September 30, 2005.

40

---

For
the nine months ended September 30, 2006 our total interest income was $165.0 million, an
increase of $36.6 million, or 28.5%, compared to $128.4 million for the nine months ended
September 30, 2005. Interest income on loans receivable totaled $158.3 million for the
nine months ended September 30, 2006, an increase of $36.0 million, or 29.5%, compared to
$122.3 million for the nine months ended September 30, 2005. The average balance of loans
receivable totaled $2.9 billion for the nine months ended September 30, 2006, an increase
of $185.7 million, or 6.9%, compared to $2.7 billion for the nine months ended September
30, 2005. The average yield earned on the loan portfolio was 7.32% and 6.04% for the nine
months ended September 30, 2006 and 2005, respectively.

The
increase in total interest income for the three and nine month periods ended September 30,
2006 was primarily attributable to an increase in interest income on loans receivable. The
increase in interest income on loans receivable was primarily attributable to an increase
in the average yield earned. The increase in the average yield earned and average balance
of loans receivable was primarily the result of our lending strategy to focus on and
sustain our holdings of loans with relatively higher yields, adjustable interest rates
and/or shorter terms to maturity.

Interest
Expense.Our total interest expense for the three months ended September 30, 2006
was $25.8 million, an increase of $6.3 million, or 32.5%, compared to $19.5 million for
the three months ended September 30, 2005. Interest expense on deposits totaled $15.6
million for the three months ended September 30, 2006, an increase of $4.7 million, or
43.1%, compared to $10.9 million for the three months ended September 30, 2005. Interest
expense on FHLBank advances and other borrowings increased $1.6 million, or 18.9%, to
$10.2 million for the three months ended September 30, 2006 compared to $8.6 million for
the three months ended September 30, 2005. The average rate paid on interest-bearing
deposits was 3.32% and 2.40% for the three months ended September 30, 2006 and 2005,
respectively. The average rate paid on FHLBank advances and other borrowings increased to
4.46% for the three months ended September 30, 2006 compared to 3.75% for the three months
ended September 30, 2005. Additionally, the average balance of our interest-bearing
liabilities totaled $2.8 billion for the three months ended September 30, 2006, an
increase of $60.0 million, or 2.2%, compared to $2.7 billion for the three months ended
September 30, 2005. The average balance of our interest-bearing deposits increased $58.8
million, or 3.2%, to $1.9 billion for the three months ended September 30, 2006 compared
to $1.8 billion for the three months ended September 30, 2005. The average balance of our
FHLBank advances and other borrowings totaled $918.2 million for the three months ended
September 30, 2006, an increase of $1.2 million, or 0.1%, compared to $917.0 million for
the three months ended September 30, 2005.

Our
total interest expense for the nine months ended September 30, 2006 was $70.3 million, an
increase of $18.6 million, or 36.0%, compared to $51.7 million for the nine months ended
September 30, 2005. Interest expense on deposits totaled $43.0 million for the nine months
ended September 30, 2006, an increase of $13.3 million, or 44.7%, compared to $29.7
million for the nine months ended September 30, 2005. Interest expense on FHLBank advances
and other borrowings increased $5.3 million, or 24.4%, to $27.3 million for the nine
months ended September 30, 2006 compared to $22.0 million for the nine months ended
September 30, 2005. The average rate paid on interest-bearing deposits was 3.03% and 2.18%
for the nine months ended September 30, 2006 and 2005, respectively. The average rate paid
on FHLBank advances and other borrowings increased to 4.15% for the nine months ended
September 30, 2006 compared to 3.59% for the nine months ended September 30, 2005.
Additionally, the average balance of our interest-bearing liabilities totaled $2.8 billion
for the nine months ended September 30, 2006, an increase of $132.1 million, or 5.0%,
compared to $2.6 billion for the nine months ended September 30, 2005. The average balance
of our interest-bearing deposits increased $70.9 million, or 3.9%, to $1.9 billion for the
nine months ended September 30, 2006 compared to $1.8 billion for the nine months ended
September 30, 2005. The average balance of our FHLBank advances and other borrowings
totaled $877.9 million for the nine months ended September 30, 2006, an increase of $61.2
million, or 7.5%, compared to $816.8 million for the nine months ended September 30, 2005.

41

---

The
increase in interest expense was attributable to an increase in the average rate paid on
interest-bearing liabilities. This increase was primarily the result of a series of
interest rate increases set by the Federal Reserve Board throughout 2005 and 2006 that has
affected the rate we pay on interest bearing deposits and borrowings.

Provision
for Loan Losses. We establish provisions for loan losses in order to
maintain the allowance for loan losses at a level we believe, to the best of our
knowledge, covers all known and inherent losses in the portfolio that are both probable
and reasonable to estimate at 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 (See Note 2 to the Consolidated Financial Statements,
Critical Accounting Policies  Allowance for Loan Losses).

We
made a provision for loan losses of $1.1 million for the three months ended September 30,
2006 compared to $1.7 million for the three months ended September 30, 2005, a decrease of
$543,000, or 32.1%. The decrease in our provision for loan losses during the three months
ended September 30, 2006 compared to the three months ended September 30, 2005 was
primarily attributable to a decline in the outstanding balance of our residential
construction loan portfolio. For the nine months ended September 30, 2006 our provision
for loan losses totaled $4.3 million, a decrease of $112,000, or 2.5%, compared to $4.4
million for the nine months ended September 30, 2005. At September 30, 2006 our
nonperforming loans totaled $19.9 million, or 0.67% of net loans, compared to $14.4
million, or 0.51% of net loans, at December 31, 2005. The increase in nonperforming loans
and assets related primarily to increases of $8.2 million in nonperforming residential
construction loans, $2.5 million in real estate owned and $2.1 million in nonperforming
business loans partially offset by a $5.2 million decline in nonperforming multi-family
residential loans. Our focus on loans with relatively higher yields, adjustable interest
rates and/or shorter terms to maturity also subjects us to a potentially higher degree of
credit risk. Our loan delinquency rate (30 or more days delinquent) at September 30, 2006
as a percentage of total loans was 1.72% compared to 1.09% at December 31, 2005. We
anticipate that the level of loan delinquencies may continue to increase for the
foreseeable future. During the three months ended September 30, 2006 and 2005, we
charged-off, net of recoveries, $948,000 and $591,000, respectively. For the nine months
ended September 30, 2006 and 2005, we charged-off, net of recoveries, $2.8 million and
$1.8 million, respectively. Charge-offs during the nine months ended September 30, 2006
consisted primarily of one commercial real estate and land loan and 10 business loans
combined with consumer-related loans. At September 30, 2006 and December 31, 2005, our
allowance for loan losses amounted to 1.08% and 1.09%, respectively, of net loans.

42

---

Noninterest
Income. Noninterest income for the three months ended September 30, 2006 was $6.9 million,
an increase of $325,000, or 4.9%, compared to $6.6 million for the three months ended
September 30, 2005.

|                                                | Three Months Ended
September 30, | Increase |  
|----------------------------------------------- | -------------------------------- | -------- | -
|
|Deposit account fees and service charges        |                                  |          | $
|Debit card fees                                 |                                  |          |  
|Lending fees and service charges                |                                  |          |  
|Mortgage servicing rights valuation adjustments |                                  |          |  
|Commissions and management fee income           |                                  |          |  
|Income (loss) from real estate operations, net  |                                  |          |  
|Net gain (loss) on sales of:                    |                                  |         
|Investment securities                           |                                  |          |  
|Loans held for sale                             |                                  |          |  
|Real estate owned                               |                                  |          |  
|Other operating income                          |                                  |          |  
|                                               
|Total noninterest income                        |                                  |          | $
|                                               

Noninterest
income for the nine months ended September 30, 2006 was $20.5 million, an increase of $1.6
million, or 8.5%, compared to $18.9 million for the nine months ended September 30, 2005.

|                                                | Nine Months Ended
September 30, | Increase |  
|----------------------------------------------- | ------------------------------- | -------- | -
|
|Deposit account fees and service charges        |                                 |          | $
|Debit card fees                                 |                                 |          |  
|Lending fees and service charges                |                                 |          |  
|Mortgage servicing rights valuation adjustments |                                 |          |  
|Commissions and management fee income           |                                 |          |  
|Income (loss) from real estate operations, net  |                                 |          |  
|Net gain (loss) on sales of:                    |                                 |         
|Investment securities                           |                                 |          |  
|Loans held for sale                             |                                 |          |  
|Real estate owned                               |                                 |          |  
|Other operating income                          |                                 |          |  
|                                               
|Total noninterest income                        |                                 |          | $
|                                               

43

---

Growth
in noninterest income during the three and nine months ended September 30, 2006 compared
to the three and nine months ended September 30, 2005 was primarily attributable to the
increase in deposit account and debit card fees. The increase in deposit account and debit
card fees was largely due to an increase in the number of transaction
accounts. There were no other significant changes within noninterest income during the
three and nine months ended September 30, 2006 compared to the three and nine months ended
September 30, 2005.

Noninterest
Expense.Our noninterest expense increased by $3.2 million, or 17.6%, to $21.1
million for the three months ended September 30, 2006 compared to $18.0 million for the
three months ended September 30, 2005.

|                                           | Three Months Ended
September 30, | Increase |  
|------------------------------------------ | -------------------------------- | -------- | -
|
|Employee compensation                      |                                  |          | $
|Employee benefits                          |                                  |          |  
|Payroll taxes                              |                                  |          |  
|Management Recognition and Retention Plan  |                                  |          |  
|Employee Stock Ownership Plan              |                                  |          |  
|2003 Stock Option Plan                     |                                  |          |  
|Occupancy, net                             |                                  |          |  
|Data processing                            |                                  |          |  
|Advertising                                |                                  |          |  
|Core deposit intangible asset amortization |                                  |          |  
|Professional services                      |                                  |          |  
|Other                                      |                                  |          |  
|                                          
|Total noninterest expense                  |                                  |          | $
|                                          

Our
noninterest expense increased by $7.8 million, or 14.5%, to $61.4 million for the nine
months ended September 30, 2006 compared to $53.7 million for the nine months ended
September 30, 2005.

|                                           | Nine Months Ended
September 30, | Increase |  
|------------------------------------------ | ------------------------------- | -------- | -
|
|Employee compensation                      |                                 |          | $
|Employee benefits                          |                                 |          |  
|Payroll taxes                              |                                 |          |  
|Management Recognition and Retention Plan  |                                 |          |  
|Employee Stock Ownership Plan              |                                 |          |  
|2003 Stock Option Plan                     |                                 |          |  
|Occupancy, net                             |                                 |          |  
|Data processing                            |                                 |          |  
|Advertising                                |                                 |          |  
|Core deposit intangible asset amortization |                                 |          |  
|Professional services                      |                                 |          |  
|Other                                      |                                 |          |  
|                                          
|Total noninterest expense                  |                                 |          | $
|                                          

44

---

The
increase in noninterest expense during the three and nine months periods ended September
30, 2006 compared to the three and nine months ended September 30, 2005 was primarily
attributable to increases in employee compensation, employee benefits and payroll taxes.
The increase in employee compensation, employee benefits and payroll taxes resulted from
continued personnel growth and annual salary increases as well as charges related to the
expensing of employee stock options. At September 30, 2006 we had 832 full-time equivalent
employees compared to 755 full-time equivalent employees at September 30, 2005. In
accordance with SFAS No. 123(R), Share-Based Payment, we began expensing stock
options on January 1, 2006 using the modified-prospective application method. Included in
other noninterest expense for the three and nine months ended September 30, 2006 is
$596,000 related to the preparation and trial of the damage portion of the goodwill claims
we have pursued against the United States as disclosed in our December 31, 2005 Annual
Report on Form 10-K. The increase in noninterest expense for the three and nine months
ended September 30, 2006 was partially offset by a reduction in professional service fees
related to the integration of the UNFC acquisition and the implementation of
Sarbanes-Oxley compliance in 2005.

Income
Tax Expense.Our income tax expense increased by $2.2 million, or 43.2%, to $7.3
million for the three months ended September 30, 2006 compared to $5.1 million for the
three months ended September 30, 2005. For the nine months ended September 30, 2006, our
income tax expense totaled $19.0 million, an increase of $4.8 million, or 34.0%, compared
to $14.2 million for the nine months ended September 30, 2005. The increase in income tax
expense for the three and nine months ended September 30, 2006 compared to the same
periods in 2005 was primarily due to an increase in net income. The effective income tax
rate for the three months ended September 30, 2006 was 38.8% compared to 37.3% for the
three months ended September 30, 2005. Our effective income tax rate for the nine months
ended September 30, 2006 was 38.5% compared to 37.8% for the nine months ended September
30, 2005.

45

---

# Liquidity

Our
primary sources of funds are deposits; amortization of loans; loan prepayments and
maturity of loans; FHLBank advances; repayment, maturity or sale of investment and
mortgage-backed securities; 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. Additionally, we utilize other borrowings and brokered time deposits as
additional funding sources.

Deposits,
particularly core deposits, provide a more preferable source of funding than FHLBank
advances and other borrowings. However, to the extent that competitive or market factors
do not allow us to meet our funding needs with deposits alone, FHLBank advances and other
borrowings provide a readily available alternative source of liquidity. Deposits decreased
$34.3 million, or 1.7%, to $2.0 billion at September 30, 2006 compared to December 31,
2005. At September 30, 2006, we had time deposits maturing within the next 12 months
amounting to $914.0 million. Based upon historical experience, we anticipate that a
significant portion of the maturing time deposits will be renewed with us.

In
addition to cash flows generated by loan and securities payments and prepayments, we have
additional borrowing capacity to fund our asset growth. We continue to utilize borrowings
as a cost efficient addition to deposits as a source of funds. The average balance of our
FHLBank advances and other borrowings was $877.9 million for the nine months ended
September 30, 2006 compared to $834.6 million for the year ended December 31, 2005 and
$816.8 million for the nine months ended September 30, 2005. To date, substantially all of
our borrowings have consisted of FHLBank advances. Pursuant to blanket collateral
agreements with the FHLBank, we have pledged qualifying residential, multi-family
residential and commercial real estate mortgages, residential construction, commercial
construction and agricultural real estate loans as collateral for our FHLBank advances.

46

---

# Aggregate Contractual
Obligations and Off-Balance Sheet Arrangements

We
have sufficient liquidity to fund existing and future loan commitments, to fund maturing
time deposits and demand deposit withdrawals, to invest in other interest-earning assets
and to meet operating expenses. At September 30, 2006, we had the following contractual
obligations (excluding bank deposits and interest) and lending commitments:

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

We
have not used, and have no intention to use, any significant off-balance sheet financing
arrangements for liquidity purposes or otherwise. Our primary financial instruments with
off-balance sheet risk are limited to loan servicing for others, our obligations to fund
loans to customers pursuant to existing commitments and commitments to purchase and sell
mortgage loans. In addition, we have certain risks due to limited recourse arrangements on
loans serviced for others and recourse obligations related to loan sales. At September 30,
2006, the maximum total dollar amount of such recourse was approximately $16.9 million.
Based on historical experience, at September 30, 2006, we had established a liability of
$743,000 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, special purpose entities.

47

---

# Regulatory Capital

We
are subject to various regulatory capital requirements administered by federal banking
agencies. Failure to meet minimum capital requirements can initiate certain mandatory and
additional discretionary actions by regulators that, if undertaken, could have a direct
material adverse effect on our financial condition and results of operations. Under
capital adequacy guidelines and the regulatory framework for prompt corrective action, we
must meet specific capital guidelines that involve quantitative measures of our assets,
liabilities and certain off-balance sheet items as calculated under regulatory accounting
practices. The capital amounts and classifications are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.

Quantitative
measures that have been established by regulation to ensure capital adequacy require that
we maintain minimum capital amounts and ratios (set forth in the following table). Our
primary regulatory agency, the Office of Thrift Supervision (OTS), requires
that we maintain minimum ratios of tangible capital (as defined in the regulations) of
1.5%, core capital (as defined) of 4.0% and total risk-based capital (as defined) of 8.0%.
As of September 30, 2006, we exceed all capital requirements to which we are subject.

As
of September 30, 2006 and December 31, 2005, the most recent notifications from the
OTS categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action. There are no conditions or events since the notification
that we believe have changed the Banks category. The actual capital amounts and
ratios as of September 30, 2006 and December 31, 2005 are presented in the following
table:

|                            | Actual | For Capital
Adequacy Purposes | To be Well Capitalized
Under Prompt Corrective
Action Provisions
|--------------------------- | ------ | ----------------------------- | ----------------------------------------------------------------
|
|As of September 30, 2006:   |        |                               |                                                                 
|Total risk-based capital    |        |                              
|(to risk-weighted assets)   |        |                               | $                                                               
|Tier 1 capital (to adjusted |        |                              
|tangible assets)            |        |                               |                                                                 
|Tangible capital (to        |        |                              
|tangible assets)            |        |                               |                                                                 
|Tier 1 capital (to risk-    |        |                              
|weighted assets)            |        |                               |                                                                 
|As of December 31, 2005:    |        |                              
|Total risk-based capital    |        |                              
|(to risk-weighted assets)   |        |                               | $                                                               
|Tier 1 capital (to adjusted |        |                              
|tangible assets)            |        |                               |                                                                 
|Tangible capital (to        |        |                              
|tangible assets)            |        |                               |                                                                 
|Tier 1 capital (to risk-    |        |                              
|weighted assets)            |        |                               |                                                                 
|                           

48

---

# Selected Financial Data

|                                             | At or For the Three Months EndedSeptember 30, | At or For the Nine Months Ended September 30,
|-------------------------------------------- | --------------------------------------------- | ---------------------------------------------
|
|Selected Statement of Income Data:           |                                               |                                              
|Total interest income                        |                                               |                                              
|Total interest expense                       |                                               |                                              
|                                            
|Net interest income                          |                                               |                                              
|Provision for loan losses                    |                                               |                                              
|                                            
|Net interest income after provision          |                                               |                                              
|for loan losses                              |                                               |                                              
|                                            
|Total noninterest income                     |                                               |                                              
|Total noninterest expense                    |                                               |                                              
|                                            
|Income before income taxes                   |                                               |                                              
|Income tax expense                           |                                               |                                              
|                                            
|Net income                                   |                                               |                                              
|                                            
|Net income per common share, basic           |                                               |                                              
|Net income per common share, diluted         |                                               |                                              
|Dividends declared per common share          |                                               |                                              
|                                            
|Selected Financial Condition Data:           |                                               |                                              
|Total assets                                 |                                               |                                              
|Cash and cash equivalents                    |                                               |                                              
|Investment securities                        |                                               |                                              
|Mortgage-backed securities                   |                                               |                                              
|Net loans after allowance for loan losses    |                                               |                                              
|Deposits                                     |                                               |                                              
|FHLBank Topeka advances and                  |                                               |                                              
|other borrowings                             |                                               |                                              
|Stockholders equity                         |                                               |                                              
|                                            
|Selected Operating Ratios:                   |                                               |                                              
|Average yield on interest-earning assets     |                                               |                                              
|Average rate on interest-bearing liabilities |                                               |                                              
|Average interest rate spread (1)             |                                               |                                              
|Net interest margin (1)                      |                                               |                                              
|Average interest-earning assets to           |                                               |                                              
|average interest-bearing liabilities         |                                               |                                              
|Net interest income after provision for      |                                               |                                              
|loan losses to noninterest expense           |                                               |                                              
|Total noninterest expense to average assets  |                                               |                                              
|Efficiency ratio (2)                         |                                               |                                              
|Return on average assets                     |                                               |                                              
|Return on average equity                     |                                               |                                              
|Average equity to average assets             |                                               |                                              
|Return on tangible equity (3)                |                                               |                                              
|                                            

|(1)
 Excluding the receipt of the $2.7 million loan prepayment fee, our average interest rate
spread would have been 3.69%               and 3.67% for the three and nine months ended
September 30, 2006.  Our net interest margin would have been               4.06% and 4.00%
for the three and nine months ended September 2006 after excluding the loan prepayment
fee.    (2)  Efficiency ratio is calculated as total noninterest expense, less
amortization expense of intangible assets,               as a percentage of the sum of net
interest income and noninterest income.    (3)  Return on tangible equity is calculated
as annualized net income as a percentage of average stockholders' equity
              djusted for goodwill and other intangible assets.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

49

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

For
a discussion of our asset and liability management policies as well as the methods used to
manage our exposure to the risk of loss from adverse changes in market prices and interest
rates , see Managements Discussion and Analysis of Financial Condition and
Results of Operations  Asset and Liability Management and Quantitative
and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for
the year ended December 31, 2005. There has been no material change in our market risk
position since our prior disclosures.

# Item 4  Controls
and Procedures.

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

50

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# PART II  OTHER
INFORMATION

# Item 1  Legal
Proceedings.

Except
litigation relating to certain goodwill claims against the United States
(U.S.) described below, there have been no substantive changes with respect to
legal proceedings during the nine months ended September 30, 2006. Disclosures regarding
legal proceedings are incorporated by reference to Part I, Item 3, Legal
Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2005.

On
May 22, 2006, a nine-day trial commenced in the United States Court of Federal Claims (Court)
to address our damage claim against the U.S. for breach of contract caused by the federal
governments enactment of the Financial Institution Reform, Recovery and Enforcement
Act of 1989.

On
October 31, 2006, the Court issued an opinion awarding $4.5 million to the Bank in
connection with its damage claims against the U.S. This recent opinion by the Court is
not final and both parties retain the right to appeal. Until the appellate process is
completed or the judgment otherwise becomes final, there can be no assurance as to the
amount or timing of the ultimate recovery.

# Item 1A  Risk
Factors.

There
were no material changes in the risk factors previously disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2005.

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

The
following table details the Companys purchases of common stock during the three
months ended September 30, 2006:

|                                        | Total Number of Shares Purchased | AveragePricePaid PerShare | Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs* | Maximum Number of Shares that May Yet Be Purchased UnderPlans or Programs
|--------------------------------------- | -------------------------------- | ------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------------------------------------
|July 2006                               |                                  |                           |                                                                                |                                                                          
|Beginning Date - July 1, 2006           |                                  |                          
|Ending Date - July 31, 2006             |                                  |                           |                                                                                | --                                                                       
|August 2006                             |                                  |                          
|Beginning Date - August 1, 2006         |                                  |                          
|Ending Date - August 31, 2006           |                                  |                           |                                                                                | 8,745                                                                    
|September 2006                          |                                  |                          
|Beginning Date - September 1, 2006      |                                  |                          
|Ending Date - September 30, 2006        |                                  |                           |                                                                                | --                                                                       
|                                       
|Total shares purchased during the three |                                  |                          
|months ended September 30,2006          |                                  |                           |                                                                                | 8,745                                                                    
|                                       

51

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* Information related to our publicly
announced plan authorizing purchases of common stock during the three months ended
September 30, 2006, is as follows:

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

# 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.

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

# Item 5  Other
Information.

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

# Item 6  Exhibits.

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

52

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# SIGNATURES

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

|                        | TIERONE CORPORATION                              
|----------------------- | -------------------------------------------------
|Date:  November 2, 2006 | By:  /s/ Gilbert G. Lundstrom                    
|                        | Gilbert G. Lundstrom                             
|                        | Chairman of the Board and Chief Executive Officer
|Date:  November 2, 2006 | By:  /s/ Eugene B. Witkowicz                     
|                        | Eugene B. Witkowicz                              
|                        | Executive Vice President and                     
|                        | Chief Financial Officer                          

53

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# EXHIBIT INDEX

|No. | Exhibits
|--- | --------
|   

|10.1 | Amended
and Restated Employment Agreement between TierOne Bank and Gilbert G. Lundstrom
            (Incorporated by reference from Exhibit 10.1 of TierOne Corporations Form
8-K filed on August 2, 2006)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 | Amended
and Restated Employment Agreement between TierOne Bank and James A. Laphen
            (Incorporated by reference from Exhibit 10.2 of TierOne Corporations Form
8-K filed on August 2, 2006)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | Amended
and Restated Employment Agreement between TierOne Corporation and Gilbert G. Lundstrom
            (Incorporated by reference from Exhibit 10.3 of TierOne Corporations Form
8-K filed on August 2, 2006)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Amended
and Restated Employment Agreement between TierOne Corporation and James A. Laphen
            (Incorporated by reference from Exhibit 10.4 of TierOne Corporations Form
8-K filed on August 2, 2006)
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 | Form
of Amended and Restated Three-Year Change in Control Agreement among TierOne Bank,
TierOne             Corporation and certain executive officers (Incorporated by reference
from Exhibit 10.5 of TierOne             Corporations Form 8-K filed on August 2, 2006)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 | Form
of Amended and Restated Two-Year Change in Control Agreement among TierOne Bank, TierOne
            Corporation and certain executive officers and non-executive officers
(Incorporated by reference from             Exhibit 10.6 of TierOne Corporations Form
8-K filed on August 2, 2006)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | TierOne
Bank Amended and Restated Employee Severance Plan (Incorporated by reference from Exhibit
            10.7 of TierOne Corporations Form 8-K filed on August 2, 2006)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 | Amended
and Restated 1993 Supplemental Retirement Plan Agreement between TierOne Bank and
            Gilbert G. Lundstrom (Incorporated by reference from Exhibit 10.8 of TierOne
Corporations Form 8-K             filed on August 2, 2006)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 | Amended
and Restated Supplemental Executive Retirement Plan for the TierOne Bank Savings Plan
            (Incorporated by reference from Exhibit 10.9 of TierOne Corporations Form
8-K filed on August 2, 2006)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 | Amended
and Restated Supplemental Executive Retirement Plan for the TierOne Corporation Employee
            Stock Ownership Plan (Incorporated by reference from Exhibit 10.10 of TierOne
Corporations Form 8-K             filed on August 2, 2006)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 | TierOne
Bank Amended and Restated Deferred Compensation Plan (Incorporated by reference from
            Exhibit 10.11 of TierOne Corporations Form 8-K filed on August 2, 2006)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 | TierOne
Bank Fourth Amended and Restated Consultation Plan for Directors (Incorporated by
reference             from Exhibit 10.12 of TierOne Corporations Form 8-K filed on
August 2, 2006)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 | TierOne
Corporation Amended and Restated 2003 Stock Option Plan (Incorporated by reference from
            Exhibit 10.13 of TierOne Corporations Form 8-K filed on August 2, 2006)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 | TierOne
Corporation Amended and Restated 2003 Recognition and Retention Plan and Trust Agreement
            (Incorporated by reference from Exhibit 10.14 of TierOne Corporations Form
8-K filed on August 2, 2006)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 | Form
of Trust Agreement for Deferred Compensation and Supplemental Retirement Plans of TierOne
            Corporation and TierOne Bank (Incorporated by reference from Exhibit 10.15 of
TierOne Corporations             Form 8-K filed on August 2, 2006)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1 | Section
302 Certification of the Chief Executive Officer
|---- | --------------------------------------------------------

|31.2 | Section
302 Certification of the Chief Financial Officer
|---- | --------------------------------------------------------

|32.1 | Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | --------------------------------------------------------------------------------------------------

|32.2 | Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | --------------------------------------------------------------------------------------------------
|    

54