Exhibit
10.14






11/23/08


AMENDMENT
NO. 1 TO TRUST AGREEMENT


FOR


DEFERRED
COMPENSATION AND


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLANS OF TIERONE


CORPORATION
AND TIERONE BANK





This Amendment No. 1 to the TierOne
Corporation and TierOne Bank Trust Agreement (the “Trust Agreement”) by and
between TierOne Corporation (the “Company”), TierOne Bank (the “Bank”) and Paul
M. Schudel (the “Trustee”) is dated and is effective as of December 17, 2008.
The Trust Agreement was originally effective as of July 27,
2006.  Capitalized terms which are not defined herein shall have the
same meaning as set forth in the Trust Agreement.








WITNESSETH:





WHEREAS,the Company and the
Bank have adopted the following plans: (i) TierOne Bank Amended and Restated
Deferred Compensation Plan; (ii) TierOne Bank Savings Plan Amended and Restated
Supplemental Executive Retirement Plan; (iii) TierOne Corporation Employee Stock
Ownership Plan Amended and Restated Supplemental Executive Retirement Plan; and
(iv) TierOne Bank Amended and Restated 1993 Supplemental Retirement Plan
Agreement (the “Plan” or “Plans”) to provide deferred compensation for certain
members of the Company’s or the Bank’s Board of Directors, senior management and
key employees (collectively, the “Participant” or “Participants”);





WHEREAS, the parties hereto
previously established a trust (the “Trust”) to fund the obligations under each
of the Plans, with the assets contributed to the Trust subject to the claims of
the Company’s and the Bank’s creditors in the event of the Company’s or the
Bank’s insolvency, until paid to a Participant or their beneficiaries in such
manner and at such times as specified in each of the Plans;





WHEREAS, subsequent to the
adoption of the Trust Agreement, the Internal Revenue Service issued final
regulations under Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”);





WHEREAS, Section 409A of the
Code provides that if the assets held in the Trust are ever transferred outside
of the United States, then such assets would be deemed transferred to the
Participants and taxable to the Participants;





WHEREAS, all assets of the
Trust have been held in the United States, and it is the intent of the parties
that all Trust assets continue to be held in the United States;





WHEREAS,the parties desire to
amend the Trust Agreement to expressly prohibit any transfer of any Trust assets
outside of the United States; and





WHEREAS,Section 12 of the
Trust Agreement permits the parties hereto to amend the Trust
Agreement;


1





NOW, THEREFORE, in
consideration of the premises, the mutual agreements herein set forth and such
other consideration the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:





1.           Amendment to Section 5 of
the Trust Agreement.  Section 5 of the Trust Agreement is
hereby amended to read in its entirety as follows:





“(a) The Trustee may invest the Trust
Assets in such assets as the Bank may from time to time
direct.  Notwithstanding the foregoing, to the extent any such assets
are invested in common stock or common stock units of the Company, such
investments (i) must not be diversified; (ii) must remain at all times invested
in the form of common stock or common stock units of the Company, as applicable;
and (iii) must be distributed solely in the form of shares of common stock of
the Company; provided, however, that in the event of any change in the
outstanding shares of Company common stock by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares or other similar corporate change, then the
account of each Plan Participant shall be adjusted by the Company in a
reasonable manner to reflect the change, and any such adjustment by the Company
shall be conclusive and binding for all purposes of each Plan. All rights
associated with the Trust Assets shall be exercised by the Trustee or the person
designated by the Trustee, and shall in no event be exercisable by or rest with
a Plan Participant, except that voting rights with respect to Trust Assets will
be exercised by the Bank.  Except for any assets invested in common
stock or common stock units of the Company, the Bank shall have the right at any
time, and from time to time in its sole discretion, to substitute assets of
equal fair market value for any Trust Asset.  This right is
exercisable by the Bank in a nonfiduciary capacity without the approval or
consent of any person in a fiduciary capacity.  The Trustee shall not
be liable for any loss on any investment made pursuant to this Section
5.





(b) Notwithstanding any other
provision of this Trust Agreement, all Trust Assets shall be held in the United
States of America, and at no time shall the Trustee or any other person or
entity cause any of the Trust Assets to be transferred outside of the United
States.”





2.           Effectiveness.  This
Amendment shall be deemed effective as of the date first written above, as if
executed on such date.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Trust Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect and shall be otherwise
unaffected.





3.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Nebraska.


2





4.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall for
all purposes be deemed an original, and all of which together shall constitute
one and the same instrument.





IN WITNESS WHEREOF, the
Company, the Bank and the Trustee have caused this Amendment to be signed, and
their respective corporate seals to be hereto affixed, as of the day and year
first written above.





TIERONE CORPORATION





Attest:








/s/ Judith
      A. Klinkman
              By:_/s/ Gilbert G.
      Lundstrom


Judith A.
Klinkman                                                                                Gilbert
G. Lundstrom


Assistant
Secretary                                                                                Chairman
and Chief Executive Officer








TIERONE BANK





Attest:








/s/ Judith
      A. Klinkman
              By:_/s/ Gilbert G.
      Lundstrom


Judith
      A. Klinkman
            Gilbert
      G. Lundstrom


Assistant
Secretary                                                                                  
Chairman and Chief Executive Officer





TRUSTEE








By _/s/ Paul M.
Schudel, Trustee


Paul M. Schudel, Esq.