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                                                                   Exhibit 10.10


                            TierOne Bank Savings Plan
                     Supplemental Executive Retirement Plan

     This Savings Plan Supplemental Executive Retirement Plan ("Plan") of
TierOne Bank (the "Bank") is adopted effective as of _______ __, 2002 (the
"Effective Date"). The Plan is established and maintained by the Bank for the
purpose of permitting one or more of its officers listed in Appendix A attached
hereto who participate in the TierOne Bank Savings Plan (the "401(k) Plan") to
receive retirement and savings benefits pursuant to this Plan in excess of the
limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of
the Internal Revenue Code of 1986, as amended.

     The Plan is an unfunded plan maintained for the purpose of providing
deferred compensation for selected officers of the Bank, each of whom is a
member of a select group of management or highly compensated employees for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

     Accordingly, the Bank hereby adopts the Plan pursuant to the terms and
provisions set forth below:

                                    ARTICLE I

                                   DEFINITIONS

     In addition to those terms defined above, the following terms shall have
the meanings hereinafter set forth whenever used herein:

     1.1. "401(k) Allocation" means the retirement and savings benefit allocable
to the individual account of a participant in the 401(k) Plan pursuant to
Article III of the 401(k) Plan.

     1.2. "Board" means the Board of Directors of the Bank.

     1.3. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any regulations relating thereto.

     1.4. "Corporation Common Stock" means shares of common stock of TierOne
Corporation.

     1.5. "Participant" means a salaried employee of the Bank who is a
participant in the 401(k) Plan, who is a member of a select group of management
or highly compensated employees within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974, as amended, and who is selected
by the Board to participate in the Plan.

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     1.6. "Plan Year" means the 12-consecutive-month period ending December 31
of each year, except that the initial Plan Year shall commence on the Effective
Date and end on December 31, 2002.

     1.7. "Supplemental Savings Deferred Allocation" shall mean the dollar
amount allocated to a Participant's account pursuant to Section 3.1 of the Plan.

     1.8. Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for ease of reference only, and
are not to be construed so as to alter the terms hereof.

                                   ARTICLE II

                                   ELIGIBILITY

     A salaried employee of the Bank who is eligible to receive the benefit of a
401(k) Allocation, the total amount of which is reduced by reason of the
limitation on compensation or annual additions for the purpose of calculating
allocations pursuant to Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415
of the Code, shall be eligible to be selected by the Board of Directors of the
Bank to participate in the Plan.

                                   ARTICLE III

                           SUPPLEMENTAL CONTRIBUTIONS

     3.1.  Supplemental Savings Deferred Allocation.
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     A Participant in the Plan shall receive a Supplemental Savings Deferred
Allocation each year at the same time that allocations of any profit-sharing,
matching, elective deferral or other Bank provided benefits are made pursuant to
the 401(k) Plan. The Supplemental Savings Deferred Allocation allocable to a
Participant for any Plan Year shall be an amount equal to the difference between
(a) and (b) below:

           (a)  The 401(k) Allocation which would have been allocated to the
     Participant for the Plan Year, as determined by Article III of the 401(k)
     Plan and the definition of "Compensation" in Section 1.02 of the 401(k)
     Plan without giving effect to the limitations imposed by Sections
     401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Code, adjusted to
     reflect gains and losses, if any, as hereinafter provided on the maximum
     amount of compensation which may be taken into consideration for the
     purposes of the 401(k) Plan;


LESS



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          (b) The 401(k) Allocation actually allocated to the account of the
     Participant in the 401(k) Plan for the Plan Year.

     For purposes of this Section 3.1, the Participant must make voluntary
contributions on a before-tax or after-tax basis, as are necessary to qualify
for the maximum Bank provided benefit available under the 401(k) Plan to
similarly situated 401(k) Plan participants who are not affected by such
restrictions and limitations.

Supplemental Savings Deferred Allocations made for the benefit of a Participant
for any Plan Year shall be credited to an account maintained under the Plan in
the name of each Participant.

                                   ARTICLE IV

             INVESTMENT OF SUPPLEMENTAL SAVINGS DEFERRED ALLOCATIONS

     Amounts credited hereunder to the account of a Participant shall be treated
as if they were actually invested in the 401(k) account of the Participant and
shall be credited with gains and losses at the same time and in the same manner
as is applicable to amounts invested in the 401(k) account of such Participant.
A change by a Participant in the investment election applicable to amounts in
his 401(k) account will be effective at the same time that such change is
applicable to his 401(k) account.

                                    ARTICLE V

                             VESTING; DISTRIBUTIONS

     5.1. Vesting. The vested portion of a Participant's account shall be a
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percentage of the total amount credited to the account determined on the basis
of the Participant's number of "Periods of Service" (as defined in Section 1.02
(or any successor thereto) of the 401(k) Plan) according to the following
schedule:



          Periods of Service           Vesting Percentage
          ------------------           ------------------

             Less than 5                       0%
              5 or more                       100%


     In determining Periods of Service for purposes of vesting under the Plan,
Periods of Service with the Bank prior to January 1, 2002 shall be included.

     Notwithstanding the above vesting schedule, a Participant shall be 100%
vested in his account upon (1) the attainment of "Early or Normal Retirement
Age" (as defined in Section 1.02 (or any



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successor thereto) of the 401(k) Plan); (2) "Disability" (as defined in Section
1.02 (or any successor thereto) of the 401(k) Plan); (3) termination or partial
termination of this Plan; or (4) a change in control of TierOne Corporation or
the Bank, as defined in Section 7.4(e) (or any successor thereto) of the
Employee Stock Ownership Plan of TierOne Corporation.

     5.2 Distribution. The vested portion of amounts credited to a Participant's
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account shall be distributed to a Participant at the same time, and (except as
provided in Section 8.1) in the same manner, as benefits shall be distributed
from the 401(k) Plan pursuant to Article VI of the 401(k) Plan.

     If a Participant should die before distribution of the vested portion of
his account pursuant to the Plan has been made to him, any remaining vested
amounts shall be distributed to his beneficiary in the method designated by the
Participant in a writing delivered to the Bank prior to his death. If a
Participant has not designated a beneficiary, or method of distribution, or if
no designated beneficiary is living on the date of distribution, such vested
amounts shall be distributed to those persons entitled to receive distributions
of the Participant's account under the 401(k) Plan and in the same method as
distribution is made under the 401(k) Plan.

                                   ARTICLE VI

                           ADMINISTRATION OF THE PLAN

     6.1. Administration by the Bank. The Bank shall be responsible for the
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general operation and administration of the Plan and for carrying out the
provisions thereof.

     6.2. General Powers of Administration. All provisions set forth in the
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401(k) Plan with respect to the administrative tration, and procedures for
filing claims shall also be applicable with respect to the Plan.


                                   ARTICLE VII

                            AMENDMENT OR TERMINATION

     7.1. Amendment or Termination. The Bank intends the Plan to be permanent
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but reserves the right to amend or terminate the Plan when, in the sole opinion
of the Bank, such amendment or termination is advisable. Any such amendment or
termination shall be made pursuant to a resolution of the Board and shall be
effective as of the date of such resolution.

     7.2. Effect of Amendment or Termination. No amendment or termination of the
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Plan shall directly or indirectly reduce the vested portion of any account held
hereunder as of the effective date of such amendment or termination. Upon
termination of the Plan, distribution of vested amounts credited to the account
of a Participant shall be made to the Participant or his beneficiary


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in the manner and at the time described in Section 5.2 of the Plan. No
additional credits of 401(k) Allocations shall be made to the account of a
Participant and no additional Periods of Service (within the meaning of Section
5.1) shall be credited after termination of the Plan, but the Bank shall
continue to credit gains and losses pursuant to Article IV until the vested
balance of his account has been fully distributed to the Participant or his
beneficiary.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     8.1. Participant's Rights Unsecured. To fund its obligations under the
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Plan, the Bank may elect to form a trust, or to utilize a pre-existing trust, to
purchase and hold the alternative forms of assets which are permitted under the
401(k) Plan, including shares of Corporation Common Stock, subject to compliance
with all applicable securities laws. If the Bank elects to use a trust to fund
its obligations under the Plan, a Participant shall have no right to demand the
transfer to him of stock or other assets from the Bank, or from such a trust
formed or utilized by the Bank. Any assets held in a trust, including shares of
Corporation Common Stock, may be distributed to a Participant in payment of part
or all of the Bank's obligations under the Plan. The right of a Participant or
his designated beneficiary to receive a distribution hereunder shall be an
unsecured claim against the general assets of the Bank, and neither the
Participant nor a designated beneficiary shall have any rights in or against any
specific assets of the Bank.

     8.2. General Conditions. Except as otherwise expressly provided herein, all
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terms and conditions of the 401(k) Plan applicable to a 401(k) Allocation will
also be applicable to a Supplemental Savings Deferred Allocation pursuant to
this Plan. Nothing in this Plan shall operate or be construed in any way to
modify, amend or affect the terms and provisions of the 401(k) Plan.

     8.3. No Guarantee of Benefits. Nothing contained in the Plan shall
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constitute a guarantee by the Bank or any other person or entity that the assets
of the Bank will be sufficient to pay any benefit hereunder.

     8.4. No Enlargement of Employee Rights. No Participant shall have any right
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to receive a distribution of contributions made under the Plan except in
accordance with the terms of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained in the service of the
Bank.


     8.5. Spendthrift Provision. No interest of any person or entity in, or
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right to receive a distribution under, the Plan shall be subject in any manner
to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to receive
a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.

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     8.6.  Applicable Law. The Plan shall be construed and administered under
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the laws of the State of Nebraska to the extent such laws are not superseded by
federal law.

     8.7.  Incapacity of Recipient. If any person entitled to a distribution
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under the Plan is deemed by the Bank to be incapable of personally receiving and
giving a valid receipt for such payment, then, unless and until claim therefor
shall have been made by a duly appointed guardian or other legal representative
of such person, the Bank may provide for such payment or any part thereof to be
made to any other person or institution then contributing toward or providing
for the care and maintenance of such person. Any such payment shall be a payment
for the account of such person and a complete discharge of any liability of the
Bank and the Plan therefor.

     8.8.  Corporate Successors. The Plan shall not be automatically terminated
           --------------------
by a transfer or sale of assets of the Bank or by the merger or consolidation of
the Bank into or with any other corporation or other entity, but the Plan shall
be continued after such sale, merger or consolidation only if and to the extent
that the transferee, purchaser or successor entity agrees to continue the Plan.
In the event that the Plan is not continued by the transferee, purchaser or
successor entity, then the Plan shall terminate subject to the provisions of
Section 7.2. Notwithstanding the above, the Plan shall terminate at the same
time as the 401(k) Plan is terminated and all benefits hereunder shall become
payable upon such termination.

     8.9.  Unclaimed Benefit. Each Participant shall keep the Bank informed of
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his current address and the current address of his designated beneficiary. The
Bank shall not be obligated to search for the whereabouts of any person. If the
location of a Participant is not made known to the Bank within three (3) years
after the date on which payment of the Participant's account may first be made,
payment may be made as though the Participant had died at the end of the
three-year period. If, within one additional year after such three-year period
has elapsed, or, within three years after the actual death of a Participant, the
Bank is unable to locate any designated beneficiary of the Participant, then the
Bank shall have no further obligation to pay any benefit hereunder to such
Participant or designated beneficiary and such benefit shall be irrevocably
forfeited.

     8.10. Limitations on Liability. Notwithstanding any of the preceding
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provisions of the Plan, neither the Bank nor any individual acting as employee
or agent of the Bank shall be liable to any Participant, former Participant or
other person for any claim, loss, liability or expense incurred in connection
with the Plan.

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     IN WITNESS WHEREOF, TierOne Bank has caused this Plan to be duly executed
on this ___ day of ____________, 2002.

                                             TierOne Bank

Attest:




__________________                           By ______________________
Secretary                                    [Title]




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                                   APPENDIX A
                                   ----------

     The Bank has designated the following persons as Participants in its
Savings Plan Supplemental Executive Retirement Plan:


1.  Gilbert G. Lundstrom,  President and Chief Executive Officer, effective
    _______ __, 2002.
2.  James A. Laphen, President and Chief Operating Officer,  effective _______
    __, 2002.