Exhibit 10.13

                                  TIERONE BANK

                     MANAGEMENT INCENTIVE COMPENSATION PLAN

1.    NAME

      The name of the plan shall be the "TierOne Bank Management Incentive
      Compensation Plan".

2.    EFFECTIVE DATE

      The effective date of the Plan shall be January 1, 2003.

3.    PURPOSE

      The purpose of the Plan is to build into the compensation plan for
      officers and key employees a direct financial incentive for striving
      continually for more effective operation of TierOne Bank and to further
      the Company's earning power.

4.    DEFINITIONS:

      a.    Plan" or "Management Incentive Plan" means the Annual Management
            Incentive Compensation Plan herein described, as the same may be
            amended from time to time.

      b.    "Company" means TierOne Bank.

      c.    "Incentive Award" or "Award" means any amount paid to a Participant
            under the Plan.

      d.    "Year", unless otherwise specified, means the calendar year.

      e.    "Incentive Committee" or "Committee" means the Committee appointed
            by the Board of Directors to administer the Plan.

      f.    "Base Salary" means the individual participant's base compensation
            without regard to any bonus or any other form of compensation
            provided by the Bank, as of January 1, 2003.

      g.    "Performance Measures" shall be defined and calculated as follows:

            Profitability Criteria

            1.    Realize earnings at the Holding Company level for calendar
                  year 2003 of:

                      $18,062,500 net income              Minimum
                      $21,250,000 net income              Target
                      $24,437,500 net income              Maximum

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      No awards (except the discretionary element of the plan) will be payable
      under the plan if the minimum realized earnings goal is not met. In
      addition, TierOne Bank must be classified as an "adequately capitalized"
      institution as defined by the Assessment Risk Classification letter from
      the FDIC. The realized earnings goal is calculated on a calendar year
      basis at the Holding Company level. Percentage accomplishments for the
      realized earnings and earnings per share goals will be interpolated
      between the minimum and maximum range. All goals are exclusive of gains
      associated with or expenses incurred in connection with merger or deposit
      acquisition transactions (whether or not completed), changes in accounting
      treatment for option plans, and/or special counsels', experts' and
      accountants' statements for the goodwill litigation case. Due to the time
      lag in reporting peer group performance, bank goals which compare to peer
      performance are judged on the quarters ending 12/31/02, 3/31/03, 6/30/03
      and 9/30/03. All peer group goals are at the bank level, not the Holding
      Company level. If a member of the peer group stops filing a TFR, that
      member will be removed from the group for the entire year's performance.

            2.    Realize earnings per share at the Holding Company level for
                  2003 of:

                           $0.89                              Minimum
                           $1.04                              Target
                           $1.20                              Maximum

            3.    Realize a Return on Average Assets (ROAA) at the bank level
                  compared to the Peer Group as follows:

                           95% of Peer Group Average          Minimum
                           100% of Peer Group Average         Target
                           105% of Peer Group Average         Maximum

      Return on Average Assets to be calculated by adding Line 91 of Schedule
      SO, "Consolidated Statement of Operations", for the four quarters ending
      September 30, 2003, and dividing by the average of Line 90, Schedule SC,
      "Consolidated Statement of Condition" for the same four quarters.*

      Interest Margin Criteria:

      Realize a Net Interest Margin Ratio to Average Asset Ratio at the bank
      level compared to the Peer Group as follows:

                           100% of Peer Group Average         Minimum
                           105% of Peer Group Average         Target
                           110% of Peer Group Average         Maximum

      Return on Average Assets to be calculated by adding Line 311 of Schedule
      SO "Consolidated Statement of Operations", for the four quarters ending
      September 30, 2003, and dividing by the average of Line 90, Schedule SC,
      "Consolidated Statement of Condition" for the same four quarters.*
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      Asset Quality Criteria:

      Realize Non-performing Assets to Tangible Capital Ratio at the bank level
      compared to the Peer Group as follows:

             80% of Peer Group Average                   Minimum
             70% of Peer Group Average                   Target
             60% of Peer Group Average                   Maximum

      Non-performing Assets to Tangible Capital Ratio to be calculated by adding
      Line 30 of Schedule PD, "Past Due and Non accrual", and Line 40 of
      Schedule SC, "Consolidated Statement of Condition", and dividing by Line
      10 of Schedule CCR, "Consolidated Capital Requirement"* for the four
      quarters ending September 30, 2003.

      Efficiency Measure:

      Realize an efficiency ratio at the Bank level compared to the Peer Group
      as follows:

             103% of Peer Group Average performance      Minimum
             100% of Peer Group Average performance      Target
             97% of Peer Group Average performance       Maximum

      Efficiency ratio to be calculated by adding Line 51 of Schedule SO,
      "Consolidated Statement of Operations" for the four quarters ending
      September 30, 2003, divided by the sum of the four quarters of Line 311
      and Line 40 of Schedule SO, "Consolidated Statement of Operations". In
      calculating the efficiency ratio, the previously defined "Excluded
      Expenses" will be removed before making this calculation.

      *Figures required to calculate ratios are obtained from the Office of
      Thrift Supervision, Thrift Financial Report.

      The Peer Group may need to be modified or adjusted from time to time
      because of mergers or changes in operating strategies, etc.

             The Peer Group as of January 1, 2003 is:

             Anchor Bancorp Wisconsin, Inc., Madison, WI
             Dime Community Bancshares, Brooklyn, NY
             Fidelity Bancshares, Inc., West Palm Beach, FL
             First Federal Capital Corp., LaCrosse, WI
             First Federal America Bancorp, Swansea, MA
             Flushing Financial Corp., Flushing, NY
             Ocean Financial Corp., Toms River, NJ
             Penn Federal Financial Services, Inc., West Orange, NJ
             St. Francis Capital Corp., Brookfield, WI
             Superior Federal Bank, Fort Smith, AK
             Matrix Capital Bank, Las Cruces, NM
             Boston Fed Savings Bank, Burlington, MA

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      The Board of Directors will review extraordinary gains and losses for
      inclusion or exclusion from various components of the Plan. Any inclusions
      or exclusions will be applied uniformly to the peer group as well as
      TierOne Bank. This will include such items as one-time SAIF premium
      assessments, gains and losses on the sale of assets, or change in
      accounting principles that affect the plan components.

Discretionary Incentive:

      Regardless of performance of the Company to the above goals, The Board of
      Directors may authorize a discretionary incentive distribution ("Incentive
      Award"). The discretionary incentive award may be utilized to take an
      individual's payment to the target level of achievement in the plan. A
      maximum level of achievement may be achieved only by performance and not
      by discretionary award.

5.    ADMINISTRATION

      The Plan shall be administered by the Incentive Committee, which shall
      report to the Board of Directors and which shall consist of a minimum of
      three Company officers appointed by the Board of Directors. The Incentive
      Committee shall have full and final authority in its discretion, but
      subject to the direction of the Board of Directors and the express
      provisions of the Plan, to prescribe, amend and rescind Plan rules,
      regulations, and procedures; to determine eligibility for participation in
      this Plan; to recommend performance objectives to the Board of Directors
      on an annual basis; to determine individual Incentive Awards and to make
      all other determinations necessary for the proper administration of the
      Plan. Such administrative action shall be conclusive and binding on all
      parties, subject to Board of Directors' approval.

      The Board of Directors will establish incentive compensation for members
      of the Incentive Committee and the Board will review and approve the
      recommendations of the Committee for all other Plan members.

6.    ELIGIBILITY

      Eligibility in this Plan will be limited to those employees of the Company
      who are in the opinion of the Incentive Committee (or in the opinion of
      the Board of Directors in the case of Incentive Committee members) are
      deemed to have significant opportunity to improve the profits and growth
      of the Company. Officers and key employees who participate in any other
      annual incentive compensation plan are not eligible to participate in the
      Management Incentive Plan. This includes departmentally sponsored
      commission and/or special bonus arrangements.

7.    PARTICIPANTS

      Before the beginning of each Plan year, the Incentive Committee shall
      review the recommendations of each Senior Officer of officers or key
      employees they propose to participate in the Plan for the coming year. The
      Committee shall consider recommendations during the Plan year for
      employees promoted or newly hired into eligible positions on an individual
      basis. Employees selected as Participants shall be notified of their
      selection as soon as possible after the Committee has made its decision
      (Annual Notification Letter). Selection as a Participant in no way
      guarantees that an Incentive Award will be paid. The Senior Officer will
      be required to submit recommendations on Participants annually.

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8.    INCENTIVE AWARDS

      General Description. Incentive awards are based on the extent to which
      predetermined financial and individual goals are attained as well as by a
      discretionary bonus. Financial goals are based on actual performance of
      the Company; individual goals include key qualitative and/or quantitative
      objectives established for specific positions; and discretionary bonus
      payments are determined by the Board of Directors for the CEO and
      Incentive Plan Committee members and by the CEO, with Committee approval,
      for other Participants. The relative weight placed on each component
      (organizational performance, individual performance or discretionary), and
      the potential size of the Award vary by position.

      Individual Incentive Award Opportunities. Each Participant shall have the
      opportunity to earn a specified percentage of base salary as an Incentive
      Award. The range of the incentive opportunity depends on the impact level
      to which the Participant's position has been assigned. The range has three
      guideposts of Minimum, Target and Maximum which are defined below.

      Individual Performance Objectives: Participants who have an allocation
      toward individual goals will develop performance objectives for the coming
      Plan year in conjunction with their managers. These objectives will be
      submitted to the Committee for review and approval prior to the beginning
      of the Plan year. The Committee will prescribe the format and procedures
      by which the objectives will be developed. Individual performance below
      the "Meets Expectations" performance level developed for any position will
      result in the loss of the right to earn incentive amounts based on Company
      performance.

      Minimum: The lowest level of organizational performance needed for payment
      of an incentive award based on Company or individual performance. No
      payment will be made for performance below this level; however; a
      discretionary payment may still be received. The Company must achieve the
      Minimum level of performance of the Net Income Goal before any payment,
      other than the discretionary bonus, may be paid.

      Target: The level of Incentive Award payable for achieving the selected
      performance measurement.

      Maximum: The maximum level of Incentive Award that will be paid for
      performance.

      Performance Measures and Standards. Performance measures and standards
      support the business objectives and the strategic direction of the Company
      and will be recommended annually by the Incentive Committee to the Board
      of Directors. The Board of Directors will review and approve the
      organizational financial measures.

      Organizational Financial Measures: Organizational financial measures may
      be measured in terms of growth, volume or any other criteria selected by
      the Committee. The Annual Notification letter will specify the performance
      measure(s) and the standards (the performance requirement associated with
      minimum, target and maximum incentive opportunities) in effect for the
      coming year and the weight assigned to each goal.

9.    PAYMENTS

      a.    Form and Timing. Payments will be made in cash no later than 90 days
            after the end of the Plan year to those Participants who are
            employed by the Company on the last day of the Plan year. Because
            Peer Group information for all quarters is not readily available at
            year-end, information from the TFR's for the four quarters ending
            September 30 will be used.

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      b.    New Participants. If an employee becomes a Participant during the
            year, Awards will be prorated to reflect the actual length of the
            Participant's service.

      c.    Termination Due to Death, Total Disability, or Retirement. Awards
            will be prorated to reflect the actual length of the Participant's
            service. In the event of a Participant's death, payment will be made
            to the Participant's estate or designated beneficiary at the time
            payment is made to all other participants.

      d.    Termination For Reasons Other than Death, Total Disability, or
            Retirement. The Participant shall be ineligible for Awards based on
            this Plan.

10.   AMENDMENT OR TERMINATION OF PLAN

      Subject to the Board of Directors approval, the Committee may terminate,
      amend or modify the Plan at any time, provided that no such termination,
      amendment or modification of the Plan shall adversely affect the rights of
      any Participant to awards earned, but unpaid, under the Plan. If federal
      regulations are enacted during the Plan Year, which negates the validity
      of the performance measures established in the Plan, the Plan will be
      amended to reflect regulatory requirements.

11.   GENERAL PROVISIONS

      a.    No Right of Continued Employment. Nothing contained in the Plan
            shall give any Participant the right to be retained in the
            employment of the Company or affect the right of the Company to
            dismiss any Participant. The receipt of an Incentive Payment for any
            one year shall not guarantee a Participant the right to receive an
            Incentive Payment for any subsequent year.

      b.    No Right of Assignment. No right or interest of any Participant in
            the Plan shall be assignable or transferable, of subject to any
            lien, directly, by operation of law, or otherwise, including levy,
            garnishment, attachment, pledge or bankruptcy.

      c.    Withholding for Taxes. The Company shall have the right to deduct
            from all amounts paid under this Plan, any taxes required by law to
            be withheld with respect to such payments.

      d.    Law to Govern. All questions pertaining to the construction,
            regulation, validity and effect of the provision of the Plan shall
            be determined in accordance with the laws of the State of Nebraska.