TIERONE BANK 
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN 



ARTICLE 1.
 
ESTABLISHMENT AND PURPOSE OF PLAN  



        1.1    Establishment
of the Plan. Effective as of December 20, 2007, the Deferred Compensation Plan (the
“Prior Plan”) was amended and restated in its entirety. The Prior Plan was
adopted as of August 15, 2002 and amended and restated as of July 27, 2006. This amended
and restated plan shall be known as the Deferred Compensation Plan (the “Plan”)
and shall in all respects be subject to the provisions set forth herein.  




        1.2    Purpose
of the Plan. The purpose of the Plan is to provide a deferred compensation
arrangement and deferred bonus arrangement to a select group of management, highly
compensated employees or members of the Board of Directors of the Employer. The Plan is
intended to be an unfunded plan qualifying as a “top hat” plan for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
and for purposes of the Internal Revenue Code of 1986, as amended (the “Code”).
The Plan is being amended and restated in order to comply with the requirements of
Section 409A of the Code and the final regulations issued by the IRS. No benefits payable
under this Plan shall be deemed to be grandfathered for purposes of Section 409A of the
Code.  




        1.3    TierOne
Bank Supplemental Deferred Compensation Plan. The TierOne Bank (the “Bank”)
Supplemental Deferred Compensation Plan (the “Supplemental Plan”) that was
effective as of January 1, 1997 shall be merged into this Plan effective as of July 27,
2006. Accordingly, all deferrals and benefits under the Supplemental Plan subsequent to
such date shall in all respects be subject to and governed by the provisions set forth
herein. All benefits earned under the Supplemental Plan immediately prior to July 27,
2006 shall be credited to a Participant’s Deferred Compensation Account (as defined
herein).  




ARTICLE 2.  
DEFINITIONS  



        2.1    Beneficiary.“Beneficiary” means
the person, persons or entity designated by the Participant, as provided in Article 5, to
receive any benefits payable under the Plan.  




        2.2    Board.
 “Board” means the Board of Directors of the Sponsoring Employer. 




        2.3    Change
in Control. “Change in Control” means a change in the ownership of the Bank
or the Company, a change in the effective control of the Bank or the Company or a change
in the ownership of a substantial portion of the assets of the Bank or the Company as
provided under Section 409A of the Code and the regulations thereunder.  




        2.4    Committee.“Committee” means
the Compensation Committee of the Board or such other committee as may be appointed by
the Board to administer the Plan pursuant to Article 3.  













        2.5    Company.
 “Company”  means TierOne  Corporation,  the owner of 100% of the issued and
 outstanding  common stock of the Bank. 




        2.6    Company
Stock.  “Company Stock” shall mean shares of common stock of the Company. 




        2.7    Compensation.
 “Compensation”  or “Total  Compensation”  means the Base  Salary,
 Incentive  Compensation, Stock Denominated Awards and Director Fees payable to a
Participant during a Plan Year. 




	 	        (a)    Base
Salary. “Base Salary” means all cash payable to a           Participant by
the Employer as remuneration for services rendered during a Plan           Year, and
shall be determined prior to any reduction for amounts deferred by a
          Participant under the Employer-sponsored 401(k) plan. Base Salary shall also be
          calculated so as to exclude any employer-matching contributions or other
          contributions to the Participant’s 401(k) plan account, as well as any
          other nontaxable and/or noncash compensation payable to the Participant by
          his/her Employer.  







	 	        (b)    Incentive
Compensation. “Incentive Compensation” means any cash           bonus paid
to a Participant by the Employer during a Plan Year.  







	 	        (c)    Stock
Denominated Award. “Stock Denominated Award” means a           restricted
stock award granted pursuant to the Company’s amended and           restated 2003
Recognition and Retention Plan.  







	 	        (d)   Director
Fees. “Director Fees” means any annual retainer fees,
               monthly Board fees, attendance fees or emeritus fees paid to current
Directors                or retired former Directors for their services as a Director of
the Employer.  







        2.8    Contribution
Date. “Contribution Date” means the date a Participant would have received
the Compensation or, if applicable, a Participant’s 401(k) account or ESOP account
would have been credited, but for the Deferral Election.  




        2.9    Declared
Rate. “Declared Rate” means an interest rate determined from time to time
by the Committee in its discretion which is based on the Employer’s three (3) or
five (5) year certificate of deposit rate.  




        2.10    Deferral
Election. “Deferral Election” means a Participant’s written election
to the Committee to defer any or all of his/her Base Salary, Incentive Compensation,
Stock Denominated Award or Director Fees.  




        2.11    Deferred
Compensation. “Deferred Compensation” means the amount of Base Salary,
Incentive Compensation, Stock Denominated Award or Director Fees deferred by a
Participant pursuant to the Deferral Election in effect at the time of deferral.  




        2.12    Deferred
Compensation Account. “Deferred Compensation Account” means the account
maintained on the books of the Employer with respect to the Plan. Each Deferred
Compensation Account shall consist of the following sub-accounts: (i) Fixed Income Fund
Account, (ii) Investment Fund Account, (iii) Stock Units Account; (iv) Director Fees
Account and (v) such other sub-accounts as may be necessary to reflect such Plan Year’s
allocation and such further sub-Accounts as the Committee may deem necessary. A
Participant’s Deferred Compensation Account shall be utilized solely as a device for
the measurement and determination of any benefits payable to the Participant pursuant to
this Plan. A Participant shall have no interest in his Deferred Compensation Account, nor
shall it constitute or be treated as a trust fund of any kind.  




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        2.13    Determination
 Date.  “Determination  Date”  means  any date on  which a debit  or a
 credit  is made to a Participant’s Deferred Compensation Account. 




        2.14    Director.
 “Director”  means  any  active  member  of the Board and any  retired  former
 Director  who is servicing as a director emeritus. 




        2.15    Disability.
“Disability” means a Participant (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve months; or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve months, receiving
income replacement benefits for a period of not less than three months under an accident
and health plan covering employees of the Employer (or would have received such benefits
for at least three months if the Participant had been eligible to participate in such
plan). The determination of the Board as to Disability shall be binding on a Participant.  




        2.16    Employee.
“Employee” means any person who performs services for the Employer and to whom
the Employer pays Compensation on a regular basis.  




        2.17    Employer.
“Employer” means TierOne Bank or TierOne Corporation, as applicable, and any
successor to the business thereof and any subsidiary whose board of directors adopts this
Plan.  




        2.18    Fixed
Income Fund. “Fixed Income Fund” means an investment fund for Deferred
Compensation (which shall include any deferral of Director Fees) which provides interest
on the Deferred Compensation Account as set forth in Section 4.7(a) below.  




        2.19    Investment
Direction.“Investment Direction” means a Participant’s written
direction to the Committee to invest the Participant’s Deferred Compensation Account
in the Fixed Income Fund and/or the Investment Fund.  




        2.20    Investment
Fund. “Investment Fund” means an investment fund for Deferred Compensation
(which shall include any deferral of Director Fees) consisting of investment in mutual
funds and/or other marketable securities by a Participant; provided, however, said
investment must be reported to the Employer from the broker on a consolidated statement.  




        2.21    Participant.
“Participant” means any Employee or Director of the Employer identified and
selected for participation in the Plan by the Committee and who elects to defer
compensation.  




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        2.22    Participation
Agreement. “Participation Agreement” means the agreement in such form as
may be determined by the Committee from time to time between the Employer and a
Participant with respect to the Participant’s participation in the Plan.  




        2.23    Payment
Event.  “Payment Event” shall have the meaning set forth in Section 5.1
below. 




        2.24    Phantom
401(k)  Contribution.  “Phantom 401(k)  Contribution”  shall have the
meaning set forth in Section 6.1 of this Plan. 




        2.25    Phantom
ESOP  Contribution.  “Phantom ESOP  Contribution”  shall have the meaning
set forth in Section 6.2 of this Plan. 




        2.26    Plan.
“Plan” means the Deferred Compensation Plan, as amended and restated. 




        2.27    Plan
Year.  “Plan  Year”  means a twelve  (12) month  period  commencing  each
 January 1  and ending each December 31, or such other Plan Year as determined by the
Committee. 




        2.28    Separation
from Service. “Separation from Service” means a termination of the
Participant’s services (whether as an employee or as an independent contractor) to
the Employer for a reason other than death or Disability. Whether a Separation from
Service has occurred shall be determined in accordance with the requirements of Section
409A of the Code based on whether the facts and circumstances indicate that the Employer
and the Participant reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the Participant would
perform after such date (whether as an employee or as an independent contractor) would
permanently decrease to no more than twenty percent (20%) of the average level of bona
fide services performed (whether as an employee or an independent contractor) over the
immediately preceding thirty-six (36) month period.  




        2.29    Service
Period. “Service Period” means any period of time during which a
Participant performs services for which he/she earns Compensation during a Plan Year.  




        2.30    Specified
Employee. “Specified Employee” means a key employee as defined in Section
416(i) of the Code (without regard to Section 416(i)(5) of the Code) and as otherwise
defined in Section 409A of the Code and the regulations thereunder.  




        2.31    Sponsoring
Employer.  “Sponsoring Employer” means TierOne Bank. 




        2.32    Spouse.
“Spouse” means a Participant’s wife or husband who was lawfully married to
the Participant prior to and at the time of the Participant’s retirement,
disability, death or Separation from Service.  




        2.33    Stock
Units. “Stock Units” shall represent shares of Company Stock, with each
Stock Unit representing one share of Company Stock.  




        2.34    Unforeseeable
Emergency. “Unforeseeable Emergency” means a severe financial hardship to
the Participant resulting from (1) an illness or accident of the Participant, the
Participant’s spouse, or a dependent of the Participant (within the meaning of
Section 152(a) of the Code), (2) loss of the Participant’s property due to casualty,
or (3) other extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The amount of such distribution may not exceed the
amounts necessary to satisfy the emergency. The circumstances that will constitute an
“Unforeseeable Emergency” will depend on the facts of each case, but, in any
case, payment may not be made in the event that such hardship is or may be relieved:  




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	 	        (a)              through
reimbursement or compensation by insurance or otherwise;  







	 	        (b)              by
liquidation of the Participant’s assets, to the extent that liquidation           of
such assets would not itself cause severe financial hardship; or  







	 	        (c)              by
cessation of deferrals under the Plan.  







ARTICLE 3.

ADMINISTRATION  



        3.1    Committee;
Duties.  




        (a)    Generally.
The Plan shall be administered by the Committee or any           successor committee
thereto appointed by the Board. Members of the Committee may           be Participants
under the Plan. The Committee shall also have the authority to           make, amend,
interpret and enforce all appropriate rules and regulations for the
          administration of the Plan and to decide or resolve any and all questions,
          including interpretations of the Plan, as may arise in connection with the
Plan.  




        (b)    Selection
and Termination of Participants. The Committee shall identify           and select
Employees or Directors of the Employer or the Company who shall be           eligible to
participate in the Plan. The Committee may terminate participation           of any
Participant upon written notice to the Participant; provided, however           that the
effective date of such termination may be no earlier than January 1           following
the date such written notice is provided.  




        3.2    Agents.
In the administration of the Plan, the Committee may, from time to time, employ an agent
and delegate to it such administrative duties as it sees fit and may, from time to time,
consult with counsel who may be counsel to the Employer.  




        3.3    Binding
Effect of Decisions. The decision or action of the Committee with respect to any
question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest in the Plan.  




        3.4    Indemnity
of Committee. The Employer shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising from any
action or failure to act with respect to the Plan, except in the case of gross negligence
or willful misconduct by the Committee or any of its members.  




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ARTICLE 4.  
DEFERRED
COMPENSATION ACCOUNT  



        4.1    Enrollment
Requirements; Deferred Compensation Account. Each Participant shall complete, execute
and return to the Committee a Participation Agreement, Deferral Election and beneficiary
designation form prior to the election deadlines set forth in Section 4.2 below. The
Employer shall establish a Deferred Compensation Account for each Participant which shall
be administered pursuant to the terms and provisions of this Plan. If the Sponsoring
Employer serves as a common pay master, the Participation Agreements may be entered into
by the Sponsoring Employer on behalf of the Employer.  




        4.2    Timing
of Initial Deferral Election.  




        (a)    Generally.
An election to defer Compensation must be received by the           Committee prior to
the date specified in this Section 4.2 of the Plan. Any           elections to defer (i)
Base Salary, Incentive Compensation or Director Fees must           be made on or prior
to the December 31st preceding the calendar year           in which such
income shall be earned, subject to the exceptions provided in           Sections 4.2(b)
and 4.2(c) of the Plan, and (ii) Stock Denominated Awards must           be made on or
prior to the December 31 preceding the calendar year in which the           restricted
stock awards vest; provided that an election to defer a Stock           Denominated Award
may not be made after December 31, 2004 and no Stock           Denominated Award may be
deferred after December 31, 2005. Under no           circumstances may a Participant
defer Compensation to which the Participant has           already attained, at the time
of the deferral, a legally enforceable right to           receive such Compensation.  




        (b)    New
Participant. Notwithstanding anything in the Plan to the contrary, in           the
case of the first year in which a Participant becomes eligible to           participate
in the Plan, elections to defer Compensation may be made for           services to be
performed subsequent to the election within thirty (30) days of           the date a
Participant first becomes eligible to participate in this Plan, with           such
elections in each case to be effective as of the immediately following           payroll
period of the Employer.  




        (c)    Performance-Based
Compensation Deferral. Notwithstanding anything in the           Plan to the
contrary, a Participant may make a performance-based compensation           deferral
election with respect to Incentive Compensation that otherwise           qualifies as
“performance-based compensation” under Section 409A of           the Code. Such
election must be made during such period as shall be established           by the
Committee which ends no later than six (6) months prior to the last day           of the
period over which the services giving rise to the Incentive Compensation           are
performed, provided that the Incentive Compensation is based on the           performance
by the Participant of services for the Employer over a period of at           least
twelve (12) months (whether or not paid in such performance period) and           which
qualifies as “performance-based compensation” under Section 409A           of
the Code. If the performance period is less than twelve (12) months, then any
          election to defer the Incentive Compensation for such period must be made on or
          prior to the December 31st preceding the calendar year in which such income
          shall be earned, subject to the exception in Section 4.2(b) above.  




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        (d)              A
Participant may not elect to change his or her Deferral Election that is in
          effect for a Plan Year. The Committee, at its discretion, may permit a
          Participant to change his or her Deferral Election for a subsequent Plan Year,
          provided that the subsequent Deferral Election is made on or prior to the
          December 31st preceding the calendar year in which such income shall
          be earned.  




        4.3    Prior
Elections. Any payment elections made by a Participant before January 1, 2005 shall
continue in effect until such time as the Participant makes a subsequent payment election
pursuant to Section 4.4 below and such payment election becomes effective as set forth
below. If no payment election was previously made, then the current payment election
shall be deemed to be 120 monthly cash payments (240 monthly cash payments if the
Participant is a Director) commencing as of the first day of the month following the
lapse of six months after the Participant’s employment or service is terminated due
to a Separation from Service, death or Disability.  




        4.4    Transitional
Elections Prior to 2009. On or before December 31, 2008, if a Participant wishes to
change his payment election, the Participant may do so by completing a payment election
form approved by the Employer, provided that any such election (1) must be made at least
12 months before the date on which benefit payments due to a Separation from Service or
upon a fixed date are scheduled to commence, (2) must be made before the Participant has
a Separation from Service or a termination of employment or service due to death or
Disability, (3) shall not take effect before the date that is 12 months after the
date the election is made and accepted by the Employer with respect to payments to be
made due to a Separation from Service or upon a fixed date, (4) does not cause a payment
that would otherwise be made in the year of the election to be delayed to a later year,
and (5) does not accelerate into the year in which the election is made a payment that is
otherwise scheduled to be made in a later year.  




        4.5    Subsequent
 Payment  Elections.  A Participant may not change his payment  election on or after
January 1, 2009.  




        4.6    Termination
of Deferral Election. The Deferral Election of any Participant whose future
participation in the Plan is terminated by the Committee shall be deemed terminated as of
the first day of the Plan Year following such determination.  




        4.7    Vesting.
 A  Participant  shall be one hundred  percent  (100%)  vested in his/her  Deferred
 Compensation Account at all times. 




        4.8    Withholding.
Any amounts required to be withheld from the Participant’s Deferred Compensation
pursuant to federal, state or local law shall be withheld first from the non-deferred
portion of the Participant’s Compensation and, to the extent necessary, from the
Deferred Compensation. Upon the occurrence of a Payment Event, to the extent required by
law in effect at the time payments are made, the Employer shall withhold from payments
made hereunder any taxes required to be withheld pursuant to federal, state or local law.  




        4.9    Investment
Direction. At any time, a Participant may submit to the Committee a completed
Investment Direction directing investment contributions in his/her Deferred Compensation
Account in either the Fixed Income Fund or the Investment Fund. The Committee shall, as
soon as reasonably possible, implement the investments as directed by the Participant.
Neither the Committee nor the Employer shall be liable for any damages resulting from any
loss in the value to a Participant’s Deferred Compensation Account for implementing
the Investment Direction as soon as reasonably possible. “As soon as reasonably
possible” shall mean at least two (2) business days following the day on which the
Investment Direction is received by the Employer and, may, under the then current
circumstances, constitute an additional period of time. Participants are not permitted to
transfer amounts out of or into the Stock Units Account.  




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        4.10    Determination
of Deferred Compensation Account. A Participant’s Deferred Compensation Account
shall consist of an investment in the Fixed Income Fund, if applicable, the Investment
Fund, if applicable, and Stock Units, if applicable. A Participant’s investment in
either the Fixed Income Fund, the Investment Fund or Stock Units shall be maintained and
administered as provided in Sections 4.10(a), (b) and (c) below.  




        (a)    Fixed
Income Fund. A Participant’s investment in the Fixed Income           Fund shall
be calculated as of each Determination Date and shall consist of the           balance of
the Fixed Income Fund as of the most recent Determination Date           credited by an
amount equal to the Deferred Compensation directed by the           Participant to be
invested in the Fixed Income Fund or otherwise required           pursuant to this Plan
to be invested in the Fixed Income Fund since the most           recent Determination
Date. Said Account shall be debited by the amount of any           distributions from
said Account since the most recent Determination Date. After           adjustment as
provided above, interest shall be credited to the Account at the           Declared Rate.  




        (b)    Investment
Fund. At each Determination Date, a Participant’s           investment in the
Investment Fund shall be credited with the amount of Deferred           Compensation
directed by the Participant to be invested in the Investment Fund.           In addition,
a Participant’s investment in the Investment Fund shall be           debited for all
costs, fees or commissions assessed in connection with the           purchase and sale of
securities as directed by Participant.  




        (c)    Stock
Units. Subject to any terms and conditions imposed by the           Committee,
Participants may elect to defer, under the Plan, amounts which would           otherwise
be taxable income of a Participant as a result of the earning, vesting           or such
similar event with respect to Stock-Denominated Awards. In connection           with such
deferral of a Stock-Denominated Award, a Stock Units Account shall be
          established for such Participant. On terms determined by the Committee, the
          Stock Unit Account will, as of the date that taxable income from a
          Stock-Denominated Award would otherwise be recognized by a Participant, be
          credited with a number of share units corresponding to the number of shares of
          Company Stock represented in the amount of the Stock-Denominated Award being
          deferred hereunder. With respect to any fractional shares, the Committee may
          credit the Participant’s Fixed Income Fund Account or Investment Fund
          Account with such amount in lieu of depositing such fractional shares into the
          Stock Units Account. The Stock Units Account (i) may not be diversified, (ii)
          must remain at all times credited with units that represent Company Stock, and
          (iii) must be distributed solely in the form of Company Stock; provided,
          however, that in the event of any change in the outstanding shares of Company
          Stock by reason of any recapitalization, merger, consolidation, spin-off,
          reorganization, combination or exchange of shares or other similar corporate
          change, then the Stock Units Account of each Participant shall be adjusted
          either by the Committee in a reasonable manner to compensate for the change or
          by the agreement executed by the Company or the Bank with respect to such
event,           and any such adjustment shall be conclusive and binding for all purposes
of the           Plan.  




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	 	        (i)    Investment
Return. Appreciation and depreciation in value of the Stock                Units
Account shall be equal to the actual appreciation and depreciation of the
               Company Stock.  







	 	        (ii)    Allocation
of Hypothetical Investment. Stock-Denominated Awards deferred                pursuant
to this Plan shall continuously be deemed invested in Stock Units until
               settlement of the Stock Units Account pursuant to Article V hereof, and
the                Participant shall not be entitled to reallocate Stock Units into any
other                investments.  







	 	        (iii)    Voting. Participants
shall not be entitled to vote any Company Stock                underlying either the
Stock-Denominated Awards deferred under the Plan or the                Stock Units held
in their Stock Units Accounts.  







	 	        (iv)    Dividends. If
the Company pays cash dividends or any other cash                distributions with
respect to the Company Stock, then an equivalent amount with                respect to
the Stock Units in a Participant’s Stock Units Account shall be
               credited to the Participant’s Fixed Income Fund Account. If there are
any                stock dividends or stock splits with respect to the Company Stock,
then an                equivalent amount with respect to the Stock Units in a Participant’s
Stock                Units Account shall be credited to the Participant’s Stock
Units Account in                the form of additional Stock Units.  







        4.11    Annual
Reporting. Within one hundred twenty (120) days following the end of each Plan Year,
the Committee shall provide to each Participant a statement setting forth the value as of
the last day of the preceding Plan Year in the Participant’s Deferred Compensation
Account, including the contributions, withdrawals, earnings and losses.  




        4.12    Rabbi
Trust. The Employer may, at any time, in its sole and absolute discretion, transfer a
Participant’s Deferred Compensation Account into a Rabbi Trust then in existence for
the Plan; provided, however, said Trust shall substantially comply with (i) the terms and
provisions of the model Rabbi Trust as set forth in Rev. Proc. 92-64, 1992-2 CB 422
as now existing or as subsequently modified, and (ii) the requirements of Section 409A of
the Code.  




ARTICLE 5.  
PAYMENT OF
DEFERRED COMPENSATION  



        5.1    Payment
Events. Each Participant shall be entitled to payment of deferred compensation equal
to the amount of the vested balance of such Participant’s Deferred Compensation
Account as of the earliest to occur of the following events selected by a Participant on
his Deferral Election form (hereinafter “Payment Event”):  




	 	        (a)              Separation
from Service (as defined in Section 2.26 above),  







	 	        (b)              Death,  








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	 	        (c)              Disability
(as defined in Section 2.13 above),  







	 	        (d)              Change
in Control (as defined in Section 2.3 above), or  







	 	        (e)               In-service
distribution as specified on a Deferral Election form.  








        In
addition to the above Payment Events, the Committee may, in its sole and absolute
discretion, allow a Participant to withdraw amounts from his/her Deferred Compensation
Account upon the happening of an Unforeseeable Emergency. A Participant may request a
distribution due to an Unforeseeable Emergency by submitting a written request to the
Committee accompanied by evidence to demonstrate that the circumstances being experienced
qualify as an Unforeseeable Emergency. Any withdrawal approved by the Committee shall not
exceed the amount necessary to meet the Unforeseeable Emergency. 



        5.2    Form
of Payment. Upon initially electing to participate in the Plan, a Participant shall
also select, on the Deferral Election form, the form in which deferred compensation is to
be paid to him/her following a Payment Event. A Participant who is not a Director may
elect to receive payment in a lump sum or in monthly cash (except amounts held in the
Stock Units Account must be distributed in the form of Company Stock) payments over a
period not to exceed one hundred twenty (120) months. A Participant who is a Director may
elect to receive payment in the following forms of payment: (i) a lump sum payment, (ii)
a life annuity, (iii) a joint survivor annuity, or (iv) a monthly payment of a fixed
amount which shall amortize the applicable amount in equal monthly payments of principal
and interest over a period from two (2) to two hundred forty (240) months. The election
may not be altered by the Participant after he/she commences participation in the Plan,
except as set forth in Section 4.4 above. If a Participant fails to elect a form of
payment, the Deferred Compensation shall be paid to him/her in monthly cash payments over
a period of one hundred twenty (120) months if the Participant is not a Director and over
two hundred forty (240) months if the Participant is a Director.  




        5.3    Timing
of Payment Event. Within sixty (60) days after the occurrence of a Payment Event, the
Employer shall commence payment to the Participant or the Participant’s designated
Beneficiary or legal representative, as the case may be, of the Participant’s
Deferred Compensation Account, except as set forth below. The Deferred Compensation
Account balance shall be paid pursuant to Section 5.2 above. Notwithstanding anything in
the Plan to the contrary, if a Participant is deemed to be a Specified Employee at the
time of Separation from Service, then any payments made on account of Separation from
Service will be made or will commence on the first day of the month following the lapse
of six (6) months after the date of the Separation from Service (or, if earlier, upon the
death of a Participant). If payments are to made in monthly installments or in the form
of an annuity and are delayed as set forth in the preceding sentence, then (a) the number
of monthly installments shall remain the same, (b) the amount of the annuity payments
shall be calculated based on the commencement date being the first day of the month
following the lapse of six months after the date of the Separation from Service, and (c)
the installments or annuity payments shall be paid each month, commencing as of the date
set forth in the preceding sentence.  




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        5.4    Amount
of Each Monthly Installment. The dollar amount of each monthly installment paid to a
Participant or his or her Beneficiaries shall be determined by multiplying the value of
the Participant’s vested Deferral Account as of the close of business on the day
preceding such payment by a fraction. The numerator of the fraction shall in all cases be
one, and the denominator of the fraction shall be the number of monthly installments
remaining to be paid to the Participant or his or her Beneficiaries, including the
monthly installment for which the calculation is being made. For example, if a
Participant elected to receive 12 annual installments, the amount of the first annual
installment shall be 1/12th of the Participant’s vested Deferral Account,
the second annual installment shall be 1/11th of the then remaining vested
Deferral Account, and so on.  




        5.5    Beneficiary
Designation. Each Participant shall have the right to designate primary and
contingent Beneficiaries to receive any payment which may be payable hereunder following
the Participant’s death. Such beneficiary designation shall be delivered in writing
to the Committee, and may be changed at any time by a subsequent written notice to the
Committee. The last written designation delivered to the Committee prior to the
Participant’s death shall control. Such beneficiary designation shall become
effective only when received by the Committee. If a Participant fails to designate a
Beneficiary, or if his/her Beneficiary designation is revoked by operation of law and
he/she does not designate a new Beneficiary, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the Participant’s
Deferred Compensation Account, remaining payments shall be made to the legal
representative of the Participant’s estate. Any payment of a Participant’s
Deferred Compensation Account in accordance with this Section 5.5 shall release the
Employer from all future liability hereunder.  




ARTICLE 6.  
EMPLOYER
CONTRIBUTIONS  



        6.1    Phantom
401(k) Contributions. The Employer shall conditionally contribute into a Participant’s
Deferred Compensation Account on the Contribution Date or at such other date pursuant to
the Employer’s 401(k) plan an amount equal to the sum which the Employer would
otherwise contribute into the Participant’s 401(k) account with respect to said
Deferred Compensation assuming the Participant had not deferred any Compensation (“Phantom 401(k)
Contribution”). The amount of a Phantom 401(k) Contribution shall be in accordance
with the Employer’s 401(k) plan as of the date of the deferral, including any
applicable vesting schedule with respect to said 401(k) contribution.  




        6.2    Phantom
ESOP Contribution. The Employer shall conditionally contribute into a Participant’s
Deferred Compensation Account on the Contribution Date or at such other date in
accordance with the Employer’s Employee Stock Ownership Plan (the “ESOP”)
an amount equal to the sum which the Employer would otherwise contribute into the ESOP
with respect to said Deferred Compensation assuming the Participant had not deferred any
Compensation (“Phantom ESOP Contribution”). The amount of the Phantom ESOP
Contribution and any vesting with respect to said contribution shall be in accordance
with the terms and provisions of the Employer’s ESOP as of the time of said
contribution.  




        6.3    Investment
of Phantom 401(k) Contribution and Phantom ESOP Contribution. Any Phantom 401(k)
Contribution and/or Phantom ESOP Contribution made to a Participant’s Deferred
Compensation Account shall be invested as directed by a Participant pursuant to this
Plan.  




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ARTICLE 7.  
CLAIM
PROCEDURE  



        7.1    
Scope of Claims Procedures. This Article is based on final regulations issued by
the Department of Labor and published in the Federal Register on November 21, 2000 and
codified at 29 C.F.R. Section 2560.503-1. If any provision of this Article conflicts with
the requirements of those regulations, the requirements of those regulations will prevail. 



        7.2    
Initial Claim. The Participant or any beneficiary who believes he or she is
entitled to any benefit under the Plan (a “Claimant”) may file a claim with the
Employer within one hundred eighty (180) days of the date on which the event that caused
the claim to arise occurred. The Employer shall review the claim itself or appoint an
individual or an entity to review the claim. 



            (a)    Initial
Decision. The Claimant shall be notified within ninety (90) days           after the
claim is filed whether the claim is allowed or denied, unless the           Claimant
receives written notice from the Employer or appointee of the Employer           prior to
the end of the ninety (90) day period stating that special           circumstances
require an extension of the time for decision, such extension not           to extend
beyond the day which is one hundred eighty (180) days after the day           the claims
is filed.  




            (b)    Manner
and Content of Denial of Initial Claims. If the Employer denies a           claim, it
must provide to the Claimant, in writing or by electronic           communication:  




	 	(i) 	The
specific reasons for the denial;  






	 	(ii) 	A
reference to the provision of the Plan upon which the denial is based;  






	 	(iii) 	A
description of any additional information or material that the Claimant must
          provide in order to perfect the claim;  






	 	(iv) 	An
explanation of why such additional material or information is necessary;  






	 	(v) 	Notice
that the Claimant has a right to request a review of the claim denial and
          information on the steps to be taken if the Claimant wishes to request a review
          of the claim denial; and  






	 	(vi) 	A
statement of the Participant’s right to bring a civil action under           Section
502(a) of ERISA following a denial on review of the initial denial.  






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        7.3    Review
Procedures.  




            (a)    Request
For Review. A request for review of a denied claim must be made           in writing
to the Employer within sixty (60) days after receiving notice of           denial. The
decision upon review will be made within sixty (60) days after the           Employer’s
receipt of a request for review, unless special circum stances           require an
extension of time for processing, in which case a decision will be           rendered not
later than one hundred twenty (120) days after receipt of a request           for review.
A notice of such an extension must be provided to the Claimant           within the
initial sixty (60) day period and must explain the special           circumstances and
provide an expected date of decision.  




            The
reviewer shall afford the Claimant an opportunity to review and receive, without charge,
all relevant documents, information and records and to submit issues and comments in
writing to the Employer. The reviewer shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim regardless
of whether the information was submitted or considered in the initial benefit
determination. 



            (b)    Manner
and Content of Notice of Decision on Review. Upon completion of           its review
of an adverse claim determination, the Employer will give the           Claimant, in
writing or by electronic notification, a notice containing:  




	 	(i) 	its
decision;  






	 	(ii) 	the
specific reasons for the decision;  






	 	(iii) 	the
relevant provisions of the Plan on which its decision is based;  






	 	(iv) 	a
statement that the Claimant is entitled to receive, upon request and without
          charge, reasonable access to, and copies of, all documents, records and other
          information in the Employer’s files which is relevant to the
          Claimant’s claim for benefits;  






	 	(v) 	a
statement describing the Claimant’s right to bring an action for judicial
          review under Section 502(a) of ERISA; and  






	 	(vi) 	if
an internal rule, guideline, protocol or other similar criterion was relied
          upon in making the adverse determination on review, a statement that a copy of
          the rule, guideline, protocol or other similar criterion will be provided
          without charge to the Claimant upon request.  






        7.4    
Calculation of Time Periods. For purposes of the time periods specified in this
Article, the period of time during which a benefit determination is required to be made
begins at the time a claim is filed in accordance with the procedures herein without
regard to whether all the information necessary to make a decision accompanies the claim.
If a period of time is extended due to a Claimant’s failure to submit all information
necessary, the period for making the determination shall be tolled from the date the
notification is sent to the Claimant until the date the Claimant responds. 




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        7.5    
Legal Action. If the Employer fails to follow the claims procedures required by
this Article, a Claimant shall be deemed to have exhausted the administrative remedies
available under the Plan and shall be entitled to pursue any available remedy under
Section 502(a) of ERISA on the basis that the Plan has failed to provide a reasonable
claims procedure that would yield a decision on the merits of the claim. A Claimant’s
compliance with the foregoing provisions of this Article is a mandatory requisite to a
Claimant’s right to commence any legal action with respect to any claims for benefits
under the Plan. 



        7.6    
Review by the Employer. Notwithstanding anything in this Plan to the contrary, the
Employer may determine, in its sole and absolute discretion, to review any claim for
benefits submitted by a Claimant under this Agreement. 



ARTICLE 8.
 
MISCELLANEOUS  



        8.1    Amendment
and Termination of the Plan. The Board of Directors of the Employer may at any time
amend the Plan, provided that no such action shall deprive any Participant, former
Participant or Beneficiary of any payment of Deferred Compensation to which the
Participant, former Participant or Beneficiary may have been entitled under the Plan
prior to the effective date of such action. Any Employer may terminate its participation
in the Plan at any time following termination of the Plan, and payment of the Deferred
Compensation shall be made in accordance with the provisions of Article 5, except as set
forth in Section 8.2(b) below. Notwithstanding anything in the Plan to the contrary, the
Board of Directors of the Employer may amend in good faith any terms of the Plan or the
Deferral Election form, including retroactively, in order to comply with Section 409A of
the Code.  




        8.2    Effect
of Amendment or Termination.  




            (a)    General.
No amendment or termination of the Plan shall directly or           indirectly reduce the
vested portion of any account held hereunder as of the           effective date of such
amendment or termination. A termination of the Plan will           not be a distributable
event, except in the three circumstances set forth in           Section 8.2(b) below. No
additional deferrals shall be made to the account of a           Participant, but the
Employer shall continue to credit gains and losses pursuant           to Section 4.10
until the balance of the Participant’s account has been           fully distributed
to the Participant or his beneficiary.  




            (b)    Termination.
Under no circumstances may the Plan permit the acceleration           of the time or form
of any payment under the Plan prior to the payment events           specified herein,
except as provided in this Section 8.2(b). The Employer may,           in its discretion,
elect to terminate the Plan in any of the following three           circumstances and
accelerate the payment of the entire unpaid balance of the           Participant’s
vested benefits as of the date of such payment in accordance           with Section 409A
of the Code:  





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	 	(i) 	the
Plan is irrevocably terminated within the 30 days preceding a Change in           Control
and (1) all arrangements sponsored by the Employer that would be           aggregated
with the Plan under Treasury Regulation §1.409A-1(c)(2) are           terminated,
and (2) the Participant and all participants under the other           aggregated
arrangements receive all of their benefits under the terminated           arrangements
within 12 months of the date the Employer irrevocably take all           necessary action
to terminate the Plan and the other aggregated arrangements;  






	 	(ii) 	the
Plan is irrevocably terminated at a time that is not proximate to a downturn           in
the financial health of the Employer and (1) all arrangements sponsored by           the
Employer that would be aggregated with the Plan under Treasury Regulation
          1.409A-1(c) if the Participant participated in such arrangements are
terminated,           (2) no payments are made within 12 months of the date the Employer
take all           necessary action to irrevocably terminate the arrangements, other than
payments           that would be payable under the terms of the arrangements if the
termination had           not occurred, (3) all payments are made within 24 months of the
date the           Employer take all necessary action to irrevocably terminate the
arrangements,           and (4) the Employer does not adopt a new arrangement that would
be aggregated           with the Plan under Treasury Regulation 1.409A-1(c) if a
Participant           participated in both arrangements, at any time within three years
following the           date the Employer takes all necessary action to irrevocably
terminate the Plan;           or  






	 	(iii) 	the
Plan is terminated within 12 months of a corporate dissolution taxed under
          Section 331 of the Code, or with the approval of a bankruptcy court pursuant to
          11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by a
          Participant under the Plan are included in the Participant’s gross income
          in the later of (1) the calendar year in which the termination of the Plan
          occurs, or (2) the first calendar year in which the payment is administratively
          practicable.” 






        8.3    Status
of Participants.The Plan constitutes a mere promise by the Employer to pay Deferred
Compensation to Participants, former Participants or Beneficiaries in the future. The
right of a Participant, former Participant or Beneficiary to receive a payment of
Deferred Compensation hereunder shall be an unsecured claim against the general assets of
the applicable Employer, and neither the Participant, former Participant nor any
Beneficiary shall have any rights in or against any specific assets of the Employer.
Neither the Plan nor any action taken under the Plan shall be construed as giving any
employee any right to be retained in the employ of the Employer or any affiliate of the
Employer.  




        8.4    Limitation
on Alienation.A Participant’s right to receive payments under this Plan is not
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s
Beneficiary.  




15 










        8.5    Pronouns.
Whenever used in this Plan, the singular form shall mean or include the plural form,
where applicable, and vice versa.  




        8.6    Applicable
 Law.  This Plan shall be  construed  in  accordance  with  applicable  federal law
and, to the extent otherwise applicable, the laws of the State of Nebraska. 




        8.7    Severability.
If any provisions of this Plan shall be held invalid or unenforceable, the remaining
provisions of the Plan shall continue to be fully effective.  




        8.8    Successors.
The provisions of this Plan shall bind and inure to the benefit of the Employer and its
respective successors and assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger, consolidation,
purchase or otherwise, acquire all or substantially all of the business and assets of the
Employer, and successors of any such corporation or other business entity.  




[The remainder of this
page has been left intentionally blank.]  












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        IN
WITNESS WHEREOF, TierOne Bank has adopted this amended and restated Plan as of the
20th day of December 2007, pursuant to the authority granted by the Board on
December 20, 2007. 



		TIERONE BANK
	
 	By:  /s/ Gilbert G. Lundstrom
		        Gilbert G. Lundstrom
	
 	Its: Chairman and Chief Executive Officer





















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