TIERONE BANK  
THIRD
AMENDED AND RESTATED  
CONSULTATION PLAN FOR DIRECTORS  



FOREWORD 



TierOne Bank (“Bank”),
hereby approves and adopts this TierOne Bank Third Amended and Restated Consultation Plan
for Directors (“Plan”) effective as of December 1, 2004 (the “Effective
Date”). 



The Plan is intended to promote the
interests of the Bank by providing: (i) an added incentive to continue service to the
Bank, (ii) for the continued advice of retiring members of its Board of Directors, and
(iii) eligible Directors with retirement income. 



This Plan, upon its Effective Date,
hereby amends, restates and supersedes all prior plans of the Bank purporting to grant
benefits of a similar nature to its present or retiring Directors, and specifically
supersedes and replaces Board Resolution BD 04-7-21. 



SECTION 1 
DEFINITIONS 



As used herein, the following terms
shall have the following respective meanings, unless a different meaning is required by
the context: 



	1.1  	“Bank”
means TierOne Bank, a federal savings bank or its successor-in-interest.






	1.2 	“Beneficiary” means
the one person designated by the Participant on the Beneficiary designation form to
receive benefits, if any, to which the Participant was entitled at the time of the
Participant’s death. If there is no valid Beneficiary designation form on file at
the time of the Participant’s death, the participant’s Spouse shall be the
Beneficiary, if living. 






	1.3  	“Board
of Directors” means the Board of Directors of the Bank or its successor-in-interest.






	1.4 	“Chairman” means
any member of the Board of Directors who was formally elected and served the Board of
Directors of the Bank as its Chairman for at least three (3) years of Service. 















	1.5 	“Change
of Control” means an event of a nature that results in a Change of Control of
(a) the Bank within the meaning of the Home Owner’s Loan Act of 1933, as amended,
and the regulations promulgated by the OTS, as in effect on the date hereof, or (b) the
Holding Company based upon any of the following: (i) the acquisition of control of the
Holding Company as defined in 12 C.F.R. §574.4, or any successor thereto, unless a
presumption of control is successfully rebutted or unless the transaction is exempted by
12 C.F.R. §574.3(c)(vii), or any successor thereto; (ii) an event that would be
required to be reported in response to either Item 1(a) of Form 8-K or Item 6(e) of
Schedule 14A of Regulation 14A pursuant to the Exchange Act or any successor to such
respective items, whether or not any class of securities of the Holding Company is
registered under the Exchange Act; or (iii) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Holding Company representing 20% or more of the combined voting power of the Holding
Company’s then outstanding securities except for any securities purchased by the
Holding Company or the Bank. 






	1.6  	“Code”
mean the Internal Revenue Code of 1986, as amended.






	1.7  	“Committee”
 means the Committee  designated by the Board of Directors to administer  the Plan
pursuant to          Section 5.






	1.8 	“Consulting
Agreement” means the consulting agreement by and between a Participant and the
Bank after such Participant ceases to be a Director pursuant to which the Participant
agrees to provide consulting services to the Bank as, and if, requested from time to time
by the Board of Directors, not to exceed four (4) days each month, provided that to the
extent a Participant does not provide services to the Bank under the Consulting Agreement
during any month during the term of the Consulting Agreement or provides less than four
(4) days of services during any such month, such non-provided days shall accumulate and
carryover; however, the Participant shall not be obligated in any month during the term
of the Consulting Agreement to provide more than twelve (12) days of consulting services
and any accumulated days of consulting services existing on the termination of the
Consulting Agreement shall lapse. 






	1.9  	“Director”
means a member of the Board of Directors of the Bank.







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	1.10 	“Disability” means
a physical or mental condition of a Participant, resulting from a bodily injury or
disease or mental disorder, which renders a Participant incapable of continuing the
further performance of the Participant’s normal employment activities with his/her
Employer. A Participant who has been determined to be disabled for purposes of receiving
benefits under a long-term disability plan maintained by his/her Employer shall be
automatically designated as a “Disabled Participant.” If his/her Employer does
not maintain a long-term disability plan, the Committee, in its sole and absolute
discretion, shall determine if a Participant is “Disabled” for purposes of the
Plan. 






	1.11  	“Effective
Date” means the date reflected in the first sentence of this Plan.






	1.12  	“Holding
Company” means TierOne Corporation, the parent corporation of the Bank.






	1.13  	“Participant”
means a Director or former Director who participates in the Plan pursuant to Section 2.






	1.14 	“Plan” means
the TierOne Bank Third Amended and Restated Consultation Plan for Directors as herein set
forth, and as may be amended from time to time. 






	1.15 	“Retirement
Date” means the date on which the Participant actually terminates providing
Service, including termination thereof based upon the death or disability of the
Participant, a Change of Control, or otherwise by the action of the Participant or the
Bank. 






	1.16 	“Service” means
membership on the Board of Directors as a Director, including membership on the Board of
Directors as a Director prior to the Effective Date. 






	1.17  	“Spouse”
means the spouse of a Participant at the Participant's date of death.







Except where otherwise clearly
indicated by the context, any masculine terminology used herein shall include the feminine
and vice versa and the definition of any term herein in the singular shall include the
plural and vice versa. 




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SECTION 2 
PARTICIPATION 



	2.1  	Commencement
of Participation. 






	 	
All
Directors are and shall become Participants in the Plan. All new Directors shall become
Participants immediately upon the commencement of the individual’s Service as a
Director. 






	2.2  	Continuation
of Participation. 






	 	
A
Director who has become a Participant shall continue as a Participant as long as he or she
continues to be a Director or is entitled to benefits under the Plan. 






SECTION 3 
RETIREMENT BENEFITS 



	3.1  	Entitlement
to Benefits. 






	 	(a)	A
Participant who: 





	 	(i)	has
ten (10) or more years of Service as of the Participant’s Retirement           Date;
and  





	 	(ii) 	if
requested by the Board of Directors or the Bank, executes the Consulting
                    Agreement within 30 days after the Participant’s Retirement
Date; and  





	 	(iii) 	provided
a Consulting Agreement is executed by the Participant as provided
                    herein, continues to provide the services agreed to in the Consulting
Agreement,                     unless relieved of such services through the judgment of
the Board of Directors                     under Section 4.2 of the Plan.  






	 	
shall
have a vested right to receive retirement benefits determined under the first sentence of
Section 3.2 below. 






	 	(b)	A
Participant who: 





	 	(i) 	has
five (5) or more years, but less than ten (10) years, of Service as of the
                    Participant’s Retirement Date; and  






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	 	(ii) 	if
requested by the Board of Directors or the Bank, executes the Consulting
                    Agreement within 30 days after the Participant’s Retirement
Date; and  





	 	(iii) 	provided
a Consulting Agreement is executed by the Participant as provided
                    herein, continues to provide the services agreed to in the Consulting
Agreement,                     unless relieved of such services through the judgment of
the Board of Directors                     under Section 4.2 of the Plan.  





	 	
shall
have a vested right to receive fifty percent (50%) of the retirement benefits determined
under the first sentence of Section 3.2 below. 






	 	(c) 	In
the event a Participant does not satisfy any of the requirements of Sections
               3.1(a) or 3.1(b) above as of the Participant’s Retirement Date and
the                Participant terminates Service because of a Change of Control while
actively                serving as a member of the Board of Directors, such Participant
shall have a                vested right to receive fifty percent (50%) of the retirement
benefits                determined under the first sentence of Section 3.2 below. 






	 	(d) 	Notwithstanding
the foregoing, no benefits may be paid to a Participant if a                cease and
desist order has been entered by the Office of Thrift Supervision                (“OTS”)
or any other regulatory body or agency regulating the                activities of the
Bank requiring the Participant to cease participating in the                affairs of
the Bank. 






	3.2  	Amount
of Benefits. 






	 	
The
annual benefit payable under the provisions of Sections 3.1(a) above to a Participant each
year shall be equal to the average of the annual monthly Board fees and yearly retainer,
if any, paid to the Participant for the last three (3) years of Service prior to the
Retirement Date, as reduced by the following percentage for each respective such year: 






	Year	Percent Reduction
	Year 1	  0%
	Year 2	20%
	Year 3	40%
	Year 4	60%
	Year 5	80%





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The annual benefit payable under the
provisions of Sections 3.1(b) or 3.1(c) above to a Participant for each such respective
year shall be equal to fifty percent (50%) of the amount determined in the first sentence
of this Section 3.2 above. 



	3.3  	Extra
Chairman Benefits. 






	 	
An
additional benefit in the same amount as paid to retired Participants shall be paid to any
Participant who also served as a Chairman, as defined in Section 1. This benefit is paid
to a retired Chairman in addition to the Benefits paid as a retired Participant. 






	3.4  	Duration
of Benefits. 






	 	
Retirement
benefits determined under Section 3.2 shall be paid monthly, in installments of 1/12th the
annual amount, commencing on the Participant’s Retirement Date for a maximum of five
(5) years. 






	3.5  	Post
Retirement Date Death Benefit. 






	 	
If
a Participant dies: (i) after the Participant’s Retirement Date, but while still a
Participant in this Plan and prior to receiving five (5) years of Benefit participation
under the Plan, or (ii) while serving as a Director who satisfies any of the requirements
of Section 3.1 above, any remaining unpaid benefits or benefits payable under Section 3.2
above shall be paid to the Participant’s Beneficiary in monthly installments. If a
Participant’s Beneficiary should die prior to receiving all of the benefits to which
he or she otherwise would have been entitled under this Section 3.5, no remaining benefits
shall be paid and the Bank shall be discharged of all further obligations of any kind. 






	3.6  	Suspension
of Benefits. 






	 	
Notwithstanding
the foregoing, no payments or portions thereof shall be made under this Plan if such
payment or portion thereof would result in the Bank failing to meet its minimum capital
requirements. Any payments or portions thereof which have been suspended shall remain
suspended until such time as their payment would not result in a failure to meet the
Bank’s minimum capital requirements. Any portion of benefit payments which have not
been suspended will be paid on an equitable basis, pro rata based upon amounts due each
Participant or Beneficiary, among all eligible Participants and Beneficiaries. 







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	3.7  	Unfunded
Plan.






	 	
The
Plan is intended to constitute an “unfunded” plan for the payment of deferred
compensation. With respect to any payments not yet made to a Participant, nothing
contained herein shall give any such Participant any rights that are greater than those of
a general creditor of the Bank. In its sole discretion, the Board of Directors may
authorize the creation of trusts or other arrangements to meet the obligations created
under the Plan. 






SECTION 4 
MISCELLANEOUS 



	4.1  	Restriction
Against Assignment. 






	 	
It
is a condition of the Plan, and all rights of each Participant shall be subject thereto,
that no right or interest of any Participant in the Plan and no benefit payable under the
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any action by way of anticipating,
alienating, selling, transferring, assigning, pledging, encumbering, or charging the same
shall be void and of no effect; nor shall any such right, interest or benefit be in any
manner liable for or subject to the debts, contracts, liabilities, engagements, or torts
of the person entitled to such right, interest or benefit, except as specifically provided
in this Plan. 






	4.2  	Payments
in the Event of Incompetence. 






	 	
If
any person entitled to receive any benefits hereunder is, in the judgment of the
Committee, legally, physically, or mentally incapable of personally receiving and
receipting for any distribution, the Committee may direct that any distribution due such
person, unless claim has been made therefor by a duly appointed legal representative, be
made to his or her spouse, children or other dependents, or to a person with whom he or
she resides, and any other distribution so made shall be a complete discharge of the
liabilities of the Plan. 






	4.3  	No
Right to Continue as Director. 






	 	
The
establishment of the Plan shall not be construed as conferring any rights upon any
Director for continuation of service as a Director, nor shall it be construed as limiting
in any way the right of the Bank to treat him without regard to the effect which such
treatment might have upon him as a Participant under the Plan. 






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	4.4  	Discharge
of Plan Obligations. 






	 	
The
determination of the Committee as to the identity of the proper payee of any benefit
payment and the amount properly payable shall be conclusive, and payments in accordance
with such determination shall constitute a complete discharge of all obligations on
account thereof. 






	4.5  	Confidentiality. 






	 	
It
is a condition of the Plan that each Participant shall keep confidential and shall not
disclose to any third party or use for Participant’s own benefit or the benefit of
any third party, without the prior written consent of the Bank, any information, data,
trade secrets, know-how, processes, procedures, methods, discoveries, or improvements of
the Bank of which Participant learns or discovers as a result of such
Participant’s (i) Service or (ii) provision of services under such Participant’s
Consulting Agreement. The parties hereby agree and acknowledge that all documents or plans
either owned or possessed by the Bank are, and shall be and remain the sole and exclusive
property of the Bank for all purposes and at all times. Participant’s and any
Beneficiary’s rights under or pursuant to the Plan shall be subject to compliance by
the Participant and the Beneficiary with the terms and provisions hereof. 






	4.6  	Agreement
Not to Compete. 






	 	
It
is a condition of the Plan that no Participant shall during the Participant’s term as
a Director or during the term of such Participant’s Consulting Agreement, without the
prior express written consent of the Bank in each instance, directly or indirectly,
engage in any business or activity competitive with or adverse to the business or welfare
of the Bank (as determined by the Committee), whether as a proprietor, partner, member,
manager, joint venturer, agent, representative, employee, consultant, officer, shareholder
or director of a corporation, limited liability company, partnership or other entity.
Participant’s and any Beneficiary’s rights under or pursuant to the Plan shall
be subject to compliance by the Participant with the terms and provisions hereof. 






SECTION 5 
ADMINISTRATION OF THE
PLAN 



	5.1  	Administration
of the Plan. 






	 	
Administration
of the Plan shall be the responsibility of the Committee.  






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	5.2  	Responsibility
of Committee. 






	 	
The
Committee shall be responsible for the administration, operation and interpretation of the
Plan. The Committee shall establish rules from time to time for the transaction of its
business. It shall have the exclusive right to interpret the Plan and to decide any and
all matters arising thereunder or in connection with the administration of the Plan, and
it shall endeavor to act, whether by general rules or by particular decisions, so as not
to discriminate in favor of any person or class of person. Such decisions, actions and
records of the Committee shall be conclusive and binding upon the Bank and all persons
having or claiming to have any right or interest in or under the Plan. 






	5.3  	Claims
Procedure. 






	 	
In
the event that any Participant or other payee claims to be entitled to a benefit under the
Plan, and the Committee determines that such claim should be denied in whole or in part,
the Committee shall, in writing, notify such claimant within 90 days of receipt of such
claim that his or her claim has been denied, setting forth the specific reasons for such
denial. Such notification shall be written in a manner reasonably expected to be
understood by such Participant or other payee and shall set forth the pertinent sections
of the Plan relied on, and where appropriate, an explanation of how the claimant can
obtain review of such denial. Within 60 days after receipt of such notice, such claimant
may request, by mailing or delivery of written notice to the Committee, a review by the
Committee of the decision denying the claim. If the claimant fails to request such a
review within such 60 day period, it shall be conclusively determined for all purposes of
this Plan that the denial of such claim by the Committee is correct. If such claimant
requests a review within such 60 day period, the Participant or other payee shall have 30
days after filing a request for review to submit additional written material in support of
the claim. Within 60 days after the later of its receipt of the request for review or the
request to submit additional written material, the Committee shall determine whether such
denial of the claim was correct and shall notify such claimant in writing of its
determination. If such determination is favorable to the claimant, it shall be binding and
conclusive. If such determination is adverse to such claimant, it shall be binding and
conclusive unless the claimant notifies the Committee within 90 days after the mailing or
delivery to him or her by the Committee of its determination, that the claimant intends to
institute legal proceedings challenging the determination of the Committee, and actually
institutes such legal proceedings within 180 days after such mailing or delivery. 







9 









	5.4  	Limitation
on Liability. 






	 	
The
Committee shall not be liable for any act or omission on its part, excepting only its own
willful misconduct or gross negligence or except as otherwise expressly provided by
applicable law. To the extent permitted by applicable law, and not otherwise covered by
insurance, the Bank shall indemnify and save harmless the Committee members against any
and all claims, demands, suits or proceedings in connection with the Plan that may be
brought by Participants or by any other person, corporation, entity, government or agency
thereof; provided, however that such indemnification shall not apply with respect to acts
or omissions of willful misconduct or gross negligence. The Board of Directors, at the
expense of the Bank, may settle such claim or demand asserted, or suit or proceedings
brought, against the Committee when such settlement appears to be in the best interest of
the Bank. 






	5.5  	Agent
for Service of Process. 






	 	
The
Committee or such other person as may from time to time be designated by the Committee
shall be the agent for service of process under the Plan. 






SECTION 6 
AMENDMENT OF THE PLAN 



	6.1  	Plan
Amendments. 






	 	
This
Plan may be wholly or partially amended or otherwise modified at any time by the Board of
Directors, provided, however, that no amendment or modification shall have any retroactive
effect so as to deprive any person of any benefit already vested or accrued without the
consent of such person. 






SECTION 7 
DISCONTINUANCE OF THE
PLAN 



	7.1  	Termination
of Plan. 






	 	
The
Plan may be terminated at any time by the Board of Directors by written notice to the
Committee at the time acting hereunder. In the event of the termination of the Plan,
Participants with a vested right under Section 3.1 of the Plan shall continue to receive
benefits as described herein under all the terms of this Plan. No person who at the time
of the termination of this Plan does not then have a fully vested right or who is
otherwise ineligible for payment of benefits shall receive any benefit under this Plan. 







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SECTION 8 
CONSTRUCTION OF THE
PLAN 



	8.1  	Construction
of the Plan. 






	 	
The
validity of the Plan or any of the provisions thereof shall be determined under and shall
be construed according to the laws of the State of Nebraska. 






	8.2  	Headings.






	 	
Headings
or titles to sections or paragraphs in this document are for convenience of reference only
and are not part of the Plan for any other purposes. 






	8.3  	Supersede
Prior Plans. 






	 	
Upon
the Effective Date of the Plan, all prior plans or arrangements are hereby amended,
restated and superseded by this Plan, and the Plan specifically supersedes and replaces
Board Resolution BD 04-7-21. 






IN WITNESS WHEREOF, and as
evidence of the adoption of the Plan by the Board of Directors of the Bank, the Bank has
caused the same to be signed by its officer duly authorized, and its corporate seal to be
affixed hereto. 



	ATTEST:	TIERONE BANK
	

/s/ Judith A. Klinkman	By:  /s/ Gilbert G. Lundstrom
	Assistant Secretary	        Chairman and Chief Executive Officer























Third Amended Restated
Consultation Plan for Directors 




11 











TIERONE BANK 
THIRD
AMENDED AND RESTATED 
CONSULTATION PLAN FOR DIRECTORS  



DESIGNATION OF
BENEFICIARY 



I hereby designate the one following
named beneficiary to receive from the Third Amended and Restated Consultation Plan For
Directors of TierOne Bank (the “Plan”) any amounts payable pursuant to said Plan
by reason of my death: 




	 	
Beneficiary 






______________________________________

Name 




______________________________________________________________

Address                      Street                      City
                      State 




	______________________________________	______________________________________
	Social Security Number	Date of Birth







Further, that it shall be the
responsibility of said beneficiary to notify the Corporate Secretary at the home office of
the Bank of any change in address. 



Further, unless I have a Designation
of Beneficiary in effect at the time an amount becomes payable to a Beneficiary, that
amount will be paid in accordance with Section 1.2 of the Plan. 



Further, that upon the death of the
Beneficiary, no remaining benefits will be paid. 



		______________________________________
		Director
	
 	______________________________________
		Social Security Number
	

Date Accepted______________________________
	

By:_______________________________________
	Title:______________________________________