PLAN SHARE AWARD
AGREEMENT 
2003 RECOGNITION AND RETENTION PLAN 
AND TRUST AGREEMENT
TIERONE CORPORATION




        THIS
AGREEMENT, is made as of this «day» day of «month»
«year» (hereinafter referred to as the “Date of Grant”) by and
between TierOne Corporation (the “Corporation”) and «name»,
«an officer» or «a director» of the Corporation or a
subsidiary thereof (the “Recipient”). Defined terms, unless otherwise defined
herein, shall have the same meaning as set forth in the Plan (as hereinafter defined). 



        WHEREAS,
the Corporation has adopted the 2003 Recognition and Retention Plan and Trust Agreement
(the “Plan”) which is hereby incorporated in its entirety by reference herein;
and 



        WHEREAS,
the Corporation desires to grant to Recipient a Plan Share Award, as described in the
Plan. 



        NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the Corporation and Recipient agree as follows: 



         1.       
          Plan Share Award. The Corporation hereby grants to Recipient a Plan Share
          Award consisting of a total of «number» shares of common
          stock, $0.01 par value per share (“Common Stock”), upon the terms and
          conditions set forth herein. 



         2.       
          Vesting of Plan in Share Award. 



	 	
(a)
                                                 The
Plan Share Award granted by this Agreement shall vest over a period of five
                    years from the Date of Grant, except as otherwise provided in the
Plan. In                     general, upon the one-year anniversary of the Date of Grant,
twenty percent                     (20%) of the shares of Common Stock subject to the
Plan Share Award shall vest                     and then be released from restriction and
distributed to the Recipient from the                     Recognition and Retention Plan
Trust (the “Trust”).  






	 	
(b)
                                                 Notwithstanding
the general rule set forth above, all shares of Common Stock                     subject
to a Plan Share Award held by the Recipient whose employment with or
                    service to the Corporation or any Subsidiary terminates due to death
or                     Disability (as defined in Section 3.10 of the Plan) shall be
deemed earned and                     become fully vested as of the Recipient’s last
day of employment with the                     Corporation or any Subsidiary (provided,
however, no such accelerated vesting                     shall occur if a Recipient
remains employed by or continues to serve as a                     Director (including
for purposes hereof service as a Director Emeritus or                     Advisory
Director) of at least one member of the Employer Group (as defined in
                    Section 3.13 of the Plan)) and shall be distributed as soon as
practicable                     thereafter. In addition, all shares of Common Stock
subject to a Plan Share                     Award held by the Recipient shall be deemed
to be earned and fully vested as of                     the effective date of a Change in
Control of the Corporation (as defined in                     Section 3.04 of the Plan).  















         3.       
          Terms and Conditions. The terms and conditions included in the Plan are
          incorporated herein by reference, and to the extent that any conflict may exist
          between the terms and conditions included in the Plan and the terms of this
          Agreement, the terms and conditions included in the Plan shall control. 



         4.       
          Withholding. The Trust, in its discretion, may withhold from any cash
          payment or Common Stock distribution made to the Recipient under the Plan
          sufficient amounts to cover any applicable withholding and employment taxes, and
          if the amount of a cash payment is insufficient, the Trust may require the
          Recipient or the Recipient’s beneficiary to pay to the Trust the amount
          required to be withheld as a condition of delivering the shares of Common Stock. 



         5.       
          Transferability. The Plan Share Award granted to the Recipient may not be
          sold, assigned, transferred, pledged, or otherwise encumbered or disposed of
          prior to the time that it is earned and distributed pursuant to the terms of the
          Plan. 



         6.       
          Administration. The authority to manage and control the operation and
          administration of this Agreement shall be vested in the Committee, and the
          Committee shall have all powers with respect to this Agreement as it has with
          respect to the Plan. Any interpretation of the Agreement by the Committee and
          any decision made by it with respect to the Agreement is final and binding in
          the absence of action by the Board. 



         7.       
          Not an Employment Contract. The grant of a Plan Share Award will not
          confer on the Recipient any right with respect to continuance of employment or
          other service with the Corporation or any Subsidiary Company, nor will it
          interfere in any way with any right the Company or any Subsidiary Company would
          otherwise have to terminate or modify the terms of the Recipient’s
          employment or other service at anytime. 



         8.       
          Notices. Any written notices provided for in this Agreement or the Plan
          shall be in writing and shall be deemed sufficiently given if either hand
          delivered or if sent by fax or overnight courier, or by postage paid first class
          mail. Notices sent by mail shall be deemed received three business days after
          mailing but in no event later than the date of actual receipt. Notices shall be
          directed, if to the Recipient, at the Recipient’s address indicated by the
          Corporation’s records, or if to the Corporation, at the Corporation’s
          executive office. 



         9.       
          No Rights As Shareholder. The Recipient shall not have any rights of a
          shareholder with respect to the shares of Common Stock subject to the Plan Share
          Award until a stock certificate has been duly issued following vesting of the
          Plan Share Award except to the extent expressly provided by Sections 7.02 and
          7.04 of the Plan. 






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         10.       
          Delivery of Stock. Whenever shares of Common Stock subject to the Plan
          Share Award are released from restriction, the Trust shall, subject to the
          implementation of an arrangement between the Corporation and the Recipient to
          effectuate all necessary tax withholding, issue a certificate to Recipient for
          such unrestricted shares. Such certificate may, however, reflect any applicable
          restrictions under federal securities laws. The Trust shall follow all requisite
          procedures to deliver such certificates to Recipient; provided, however, that
          such delivery may be postponed to enable the Corporation and the Trust to comply
          with any applicable procedures, regulation or listing requirements of any
          governmental agency, stock exchange or regulatory agency. 



         11.       
          Amendment. This Agreement may be amended by written agreement of the
          Recipient and the Corporation, without the consent of any other person. 



         12.       
          Deferral. The Recipient may elect, with the concurrence of the Committee
          and consistent with any rules and regulations established by the Committee, to
          defer the delivery of shares subject to the Plan Share Award. The election to
          defer the delivery of the Plan Share Award must be made no later than the last
          day of the calendar year preceding the calendar year in which the Recipient
          would otherwise have an unrestricted right to receive the Plan Share Award or at
          such other time as the Committee may specify. Deferral of a Plan Share Award
          shall only be allowed for a Plan Share Award for which all applicable
          restrictions lapse while the Recipient is in active employment with the
          Corporation or one of its Subsidiary Companies. 



        IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly
authorized officers, and the Recipient has hereunto set his or her hand, all as of the day
first above written. 



		
	ATTEST: 	TIERONE CORPORATION  
	

____________________________	

By: _____________________________________
	Eugene B. Witkowicz	        
Gilbert G. Lundstrom
	Secretary	        
Chairman and Chief Executive Officer
	

(Seal) 	RECIPIENT 
	

 	_____________________________________
	 	(Name) 
	Date of Grant: (date of grant) 	(The Recipient)








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