Exhibit
10.11





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 17, 2008, 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 and December 20, 2007.  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 was
previously 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 was 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, in each case 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.




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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






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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.




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 4.10(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 (including Company
Stock) by a Participant; provided, however, said investment must be reported to
the Employer from the broker on a consolidated statement.




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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.




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 (including companies which are deemed to be part of a controlled
group of corporations with the Employer for purposes of Treasury Regulation
§1.409A-1(h)) for any 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 Codebased 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.




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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:




(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.




2.35  Valuation
Date.  In determining the amount of monthly installments, the
Valuation Date shall be the close of business on the last business day of the
immediately preceding calendar year, except as follows: (a) for the first year
in which monthly installments commence, the Valuation Date shall be the last
business day of the month immediately preceding the commencement of such
payments, and (b) for the last monthly installment to be paid in any given
calendar year, the Valuation Date shall be the last business day of the month
immediately preceding such payment.




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.




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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.




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.  Such deferral elections by new
participants shall also include a payment election.




(c)  Performance-Based
Compensation Deferral.  Notwithstanding anything in the Plan to
the contrary, a Participant may make a performance-based compensation deferral
election




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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.




(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 either Section 4.4 or 4.5 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, (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  Changes in Payment Elections
after 2008.  On or after
January 1, 2009, if a Participant wishes to change his payment election, the
Participant may do so by completing a payment election form approved by the
Bank, 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, (3) shall not take effect before the date that is
12 months after the date the election is made and accepted by the Bank, and
(4) for payments to be made other than upon death or Disability, must provide an
additional deferral period of at least five years from the date such payment
would otherwise have been made (or in the case of any installment payments




7


treated
as a single payment, five years from the date the first amount was scheduled to
be paid).  For purposes of this Plan and clause (4) above, all
installment payments under this Plan shall be treated as a single
payment.




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.




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




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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.




(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.





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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, fund a Participant’s Deferred Compensation Account with 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 2.28 above),




(b) Death,




(c) Disability
(as defined in Section 2.15 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 or annual cash (except amounts held in the
Stock Units Account must be distributed in the form of Company Stock, unless
adjusted pursuant to Section 4.10(c) of the Plan) 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, (iv)
monthly payments over a period from two (2) to two hundred forty (240) months,
or (v) annual installment payments over a period from two (2) to twenty (20)
years, except that amounts held in the Stock Units Account must be distributed
in the form of Company Stock (unless adjusted




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pursuant
to Section 4.10(c) of the Plan) in either a lump sum or in monthly or annual
installments.  The election may not be altered by the Participant
after he/she commences participation in the Plan, except as set forth in
Sections 4.4 and 4.5 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, except amounts held in the Stock Units Account must be distributed in
the form of Company Stock, unless adjusted pursuant to Section 4.10(c) of the
Plan.




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 or annual installments or in the form of an
annuity and are delayed as set forth in the preceding sentence, then (a) the
number of monthly or annual 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 or year, as applicable, commencing as of the date set forth
in the preceding sentence.




5.4  Amount of Each Installment
Payment.




(a)       Annual
Installments.  The dollar amount of each annual 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 annual installments
remaining to be paid to the Participant or his or her Beneficiaries, including
the annual installment for which the calculation is being made. For example, if
a Participant elected to receive 10 annual installments, the amount of the first
annual installment shall be 1/10th of the
Participant’s vested Deferral Account, the second annual installment shall be
1/9th of the
then remaining vested Deferral Account, and so on.




(b)       Monthly
Installments.  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 Valuation Date 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 120 monthly installments, the amount of the first monthly
installment shall be 120th of the
Participant’s vested Deferral Account as of the




11




Valuation
Date, the second monthly installment shall be 119th of the
Participant’s vested Deferral Account as of the Valuation Date, 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.




12
 
  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.




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




13


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.





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




14




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, provided that in each case the action taken complies with the applicable
requirements set forth in Treasury Regulation §1.409A-3(j)(4)(ix):





(i)
              the
      Plan is irrevocably terminated within the 30 days preceding a Change in
      Control and (1) all arrangements sponsored by the Employer and any
      successors immediately following the Change in Control that would be
      aggregated with the Plan under Treasury Regulation §1.409A-1(c)(2) are
      terminated with respect to each participant that experienced the Change
      in




15




Control event, 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 that all necessary action to
      irrevocably terminate the Plan and the other aggregated arrangements
      is taken;




(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.




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




16


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.








IN
WITNESS WHEREOF, TierOne Bank has adopted this amended and restated Plan as of the
17th day of December 2008.
 
 
 TIERONE
BANK
  By:      /s/ Gilbert G.
Lundstrom
 Gilbert
G. Lundstrom
 
 Its:      Chairman of the Board &
CEO