Exhibit
10.19





TierOne
Corporation


AMENDED
AND RESTATED 2003 RECOGNITION AND RETENTION PLAN


AND
TRUST AGREEMENT





ARTICLE
I


ESTABLISHMENT
OF THE PLAN AND TRUST





1.01           TierOne
Corporation (the “Corporation”) hereby amends and restates its 2003 Recognition
and Retention Plan (as amended and restated, the “Plan”) and Trust (the “Trust”)
upon the terms and conditions hereinafter stated in this amended and restated
2003 Recognition and Retention Plan and Trust Agreement (the “Agreement”), with
the amendment and restatement effective as of December 17, 2008.





1.02           The
Trustee hereby accepts this Trust and agrees to hold the Trust assets existing
on the date of this Agreement and all additions and accretions thereto upon the
terms and conditions hereinafter stated.





ARTICLE
II


PURPOSE
OF THE PLAN





The purpose of the Plan is to retain
personnel of experience and ability in key positions by providing Employees and
Non-Employee Directors with a proprietary interest in the Corporation and its
Subsidiary Companies as compensation for their contributions to the Corporation
and the Subsidiary Companies and as an incentive to make such contributions in
the future.   Each Recipient of a Plan Share Award hereunder is
advised to consult with his or her personal tax advisor with respect to the tax
consequences under federal, state, local and other tax laws of the receipt of a
Plan Share Award hereunder.





ARTICLE
III


DEFINITIONS





The following words and phrases when
used in this Agreement with an initial capital letter, unless the context
clearly indicates otherwise, shall have the meanings set forth
below.  Wherever appropriate, the masculine pronouns shall include the
feminine pronouns and the singular shall include the plural.





3.01           “Bank”
means TierOne Bank, the wholly owned subsidiary of the Corporation.





3.02           “Beneficiary”
means the person or persons designated by a Recipient to receive any benefits
payable under the Plan in the event of such Recipient's death.  Such
person or persons shall be designated in writing on forms provided for this
purpose by the Committee and may be changed from time to time by similar written
notice to the Committee.  In the absence of a written designation, the
Beneficiary shall be the Recipient's surviving spouse, if any, or if none, his
estate.


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3.03           “Board”
means the Board of Directors of the Corporation.





3.04           “Change in Control” shall
meana change in the ownership of the Corporation or the Bank, a change
in the effective control of the Corporation or the Bank or a change in the
ownership of a substantial portion of the assets of the Corporation or the Bank,
in each case as provided under Section 409A of the Code and the regulations
thereunder.





3.05           “Code”
means the Internal Revenue Code of 1986, as amended.





3.06           “Committee”
means the committee appointed by the Board pursuant to Article IV
hereof.





3.07           “Common
Stock” means shares of the common stock, $0.01 par value per share, of the
Corporation.





3.08           “Director”
means a member of the Board of Directors of the Corporation or a Subsidiary
Company or any successors thereto, including Non-Employee Directors as well as
Officer and Employees serving as Directors.





3.09           “Director
Emeritus” and “Advisory Director” means a person appointed to serve in such
capacity by the Board of either the Corporation or the Bank or the successors
thereto.





3.10           “Disability” meansthe Recipient (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 12 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 12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the
Corporation or the Bank (or would have received such benefits for at least three
months if he had been eligible to participate in such plan).





3.11           “Effective
Date” means the day upon which the Board originally adopted this Plan, which was
February 28, 2003.





3.12           “Employee”
means any person who is employed by the Corporation or a Subsidiary Company or
is an Officer of the Corporation or a Subsidiary Company, but not including
directors who are not also Officers of or otherwise employed by the Corporation
or a Subsidiary Company.





3.13           “Employer
Group” means the Corporation and any Subsidiary Company which, with the consent
of the Board, agrees to participate in the Plan.


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3.14           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.





3.15           “Non-Employee
Director” means a member of the Board (including advisory boards, if any) of the
Corporation or any Subsidiary Company or any successor thereto,including an Advisory
Director or a Director Emeritus of the Board of the Corporation and/or any
Subsidiary Company or a former Officer or Employee of the Corporation and/or any
Subsidiary Company serving as a Director, Advisory Director or Director
Emeritus, who is not an Officer or Employee of the Corporation or any Subsidiary
Company.





3.16           “Offering”
means the offering of Common Stock to the public during 2002 in connection with
the conversion of the Bank from the mutual to the stock form of organization and
the issuance of the capital stock of the Bank to the Corporation.





3.17           “Officer”
means an Employee whose position in the Corporation or a Subsidiary Company is
that of a corporate officer, as determined by the Board.





3.18           “Performance
Share Award” means a Plan Share Award granted to a Recipient pursuant to Section
7.05 of the Plan.





3.19           “Performance
Goal” means an objective for the Corporation or any Subsidiary Company or any
unit thereof or any Employee of the foregoing that may be established by the
Committee for a Performance Share Award to become vested, earned or
exercisable.  The establishment of Performance Goals are intended to
make the applicable Performance Share Awards “performance-based” compensation
within the meaning of Section 162(m) of the Code, and the Performance Goals
shall be based on one or more of the following criteria:





(i)           
net income, as adjusted for non-recurring items;


(ii)          
cash earnings;


(iii)          earnings
per share;


(iv)          cash
earnings per share;


(v)           return
on average equity;


(vi)          return
on average assets;


(vii)         assets;


(viii)        stock
price;


(ix)           total
stockholder return;


(x)           
capital;


(xi)           net
interest income;


(xii)          market
share;


(xiii)         cost
control or efficiency ratio; and


(xiv)         asset
growth.





3.20           “Plan
Shares” or “Shares” means shares of Common Stock which may be distributed to a
Recipient pursuant to the Plan.


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3.21           “Plan
Share Award” or “Award” means a right granted under this Plan to receive a
distribution of Plan Shares upon completion of the service requirements
described in Article VII hereof, and includes Performance Share
Awards.





3.22           “Recipient”
means an Employee or Non-Employee Director or former Employee or Non-Employee
Director who receives a Plan Share Award or Performance Share Award under the
Plan.





3.23           “Subsidiary
Companies” means those subsidiaries of the Corporation, including the Bank,
which meet the definition of “subsidiary corporations” set forth in Section
424(f) of the Code, at the time of the granting of the Plan Share Award in
question.





3.24           “Trustee”
means such firm, entity or persons approved by the Board to hold legal title to
the Plan and the Plan assets for the purposes set forth herein.





ARTICLE
IV


ADMINISTRATION
OF THE PLAN





4.01           Duties of
the Committee.  The Plan shall be administered and interpreted
by the Committee, which shall consist of two or more members of the Board, each
of whom shall be a Non-Employee Director, as defined in Rule 16b-3(b)(3)(i) of
the Exchange Act.  In addition, each member of the Committee shall be
an “outside director” within the meaning of Section 162(m) of the Code and the
regulations thereunder at such times as is required under such
regulations.  The Committee shall have all of the powers allocated to
it in this and other Sections of the Plan.  The interpretation and
construction by the Committee of any provisions of the Plan or of any Plan Share
Award granted hereunder shall be final and binding in the absence of action by
the Board.  The Committee shall act by vote or written consent of a
majority of its members.  Subject to the express provisions and
limitations of the Plan, the Committee may adopt such rules, regulations and
procedures as it deems appropriate for the conduct of its
affairs.  The Committee shall report its actions and decisions with
respect to the Plan to the Board at appropriate times, but in no event less than
once per calendar year.





4.02           Role of
the Board.  The members of the Committee and the Trustee shall
be appointed or approved by, and will serve at the pleasure of, the
Board.  The Board may in its discretion from time to time remove
members from, or add members to, the Committee, and may remove or replace the
Trustee, provided that any directors who are selected as members of the
Committee shall be Non-Employee Directors.





4.03           Revocation
for Misconduct.  Notwithstanding
anything to the contrary herein, the Board or the Committee may by resolution
immediately revoke, rescind and terminate any Plan Share Award, or portion
thereof, to the extent not yet vested, previously granted or awarded under this
Plan to an Employee who is discharged from the employ of the Corporation or a
Subsidiary Company for cause, which, for purposes hereof, shall mean termination
because of the Employee's personal dishonesty,


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incompetence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law,
rule, or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order.  Unvested Plan Share Awards to a Non-Employee
Director who is removed for cause pursuant to the Corporation's Articles of
Incorporation or Bylaws or the Bank’s Charter and Bylaws or the constituent
documents of such other Subsidiary Company on whose board he serves shall
terminate as of the effective date of such removal.





4.04           Limitation
on Liability.  No member of the
Board or the Committee shall be liable for any determination made in good faith
with respect to the Plan or any Plan Shares or Plan Share Awards granted under
it.  If a member of the Board or the Committee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by him in such capacity under or with
respect to the Plan, the Corporation shall, subject to the requirements of
applicable laws and regulations, indemnify such member against all liabilities
and expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of  the Corporation
and any Subsidiary Companies and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.





4.05           Compliance
with Laws and Regulations.  All Awards
granted hereunder shall be subject to all applicable federal and state laws,
rules and regulations and to such approvals by any government or regulatory
agency or shareholders as may be required.   The Corporation
shall not be required to issue or deliver any certificates for shares of Common
Stock prior to the completion of any registration or qualification of or
obtaining of consents or approvals with respect to such shares under any federal
or state law or any rule or regulation of any government body, which the
Corporation shall, in its sole discretion, determine to be necessary or
advisable.





4.06           Restrictions
on Transfer.  The Corporation
may place a legend upon any certificate representing shares issued pursuant to a
Plan Share Award noting that such shares may be restricted by applicable laws
and regulations.





ARTICLE
V


CONTRIBUTIONS





5.01           Amount
and Timing of Contributions.  The Board shall
determine the amount (or the method of computing the amount) and timing of any
contributions by the Corporation and any Subsidiary Companies to the Trust
established under this Plan.  Such amounts may be paid in cash or in
shares of Common Stock and shall be paid to the Trust at the designated time of
contribution.  No contributions by Employees or Non-Employee Directors
shall be permitted.


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5.02           Investment
of Trust Assets; Number of Plan Shares.  Subject to
Section 8.02 hereof, the Trustee shall invest all of the Trust's assets
primarily in Common Stock.  The aggregate number of Plan Shares
available for distribution pursuant to this Plan shall be 903,003 shares of
Common Stock, subject to adjustment as provided in Section 10.01 hereof, which
shares shall be purchased (from the Corporation and/or, if permitted by
applicable regulations, from shareholders thereof) by the Trust with funds
contributed by the Corporation.  During the time this Plan remains in
effect, Awards to each Employee and each Non-Employee Director shall not exceed
25% and 5% of the shares of Common Stock available under the Plan,
respectively.  Plan Share Awards to Non-Employee Directors in the
aggregate shall not exceed 30% of the number of shares available under this
Plan.





ARTICLE
VI


ELIGIBILITY;
ALLOCATIONS





6.01           Awards.  Plan
Share Awards and Performance Share Awards may be made to such Employees and
Non-Employee Directors as may be selected by the Board or the
Committee.  In selecting those Employees to whom Plan Share Awards
and/or Performance Share Awards may be granted and the number of Shares covered
by such Awards, the Board or the Committee shall consider the duties,
responsibilities and performance of each respective Employee and Non-Employee
Director, his present and potential contributions to the growth and success of
the Corporation, his salary or other compensation and such other factors as
deemed relevant to accomplishing the purposes of the Plan.  The Board
or the Committee may but shall not be required to request the written
recommendation of the Chief Executive Officer of the Corporation other than with
respect to Plan Share Awards and/or Performance Share Awards to be granted to
him.





6.02           Form of
Allocation.  As promptly as practicable after an allocation
pursuant to Section 6.01 that a Plan Share Award or a Performance Share Award is
to be issued, the Board or the Committee shall notify the Recipient in writing
of the grant of the Award, the number of Plan Shares covered by the Award, and
the terms upon which the Plan Shares subject to the Award shall be distributed
to the Recipient.  The Board or the Committee shall maintain records
as to all grants of Plan Share Awards  or Performance Share Awards
under the Plan.





6.03           Allocations
Not Required to any Specific Employee or Non-Employee
Director.  No Employee or Non-Employee Director shall have any
right or entitlement to receive a Plan Share Award hereunder, with such Awards
being at the total discretion of the Board or the Committee.


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ARTICLE
VII


EARNING
AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS





7.01           Earning
Plan Shares; Forfeitures.





(a)           General
Rules.  Subject to the terms hereof, Plan Share Awards granted
shall be earned by a Recipient at the rate of twenty percent (20%) of the
aggregate number of Shares covered by the Award as of each annual anniversary of
the date of grant of the Award. If the employment of an Employee or service as a
Non-Employee Director (including for purposes hereof service as a Director
Emeritus or Advisory Director) is terminated prior to the fifth (5th) annual
anniversary of the date of grant of a Plan Share Award for any reason (except as
specifically provided in subsection (b) below), the Recipient shall forfeit
the right to any Shares subject to the Award which have not theretofore been
earned.  In the event of a forfeiture of the right to any Shares
subject to an Award, such forfeited Shares shall become available for allocation
pursuant to Section 6.01 hereof as if no Award had been previously granted with
respect to such Shares.  No fractional shares shall be distributed
pursuant to this Plan.





(b)           Exception
for Terminations Due to Death, Disability or Change in
Control.  Notwithstanding the general rule contained in Section
7.01(a), all Plan Shares subject to a Plan Share Award held by a Recipient whose
employment with the Corporation or any Subsidiary Company or service as a
Non-Employee Director (including for purposes hereof service as a Director
Emeritus or Advisory Director) terminates due to death or Disability shall be
deemed earned as of the Recipient's last day of employment with or service to
the Corporation or any Subsidiary Company (provided, however, no such
accelerated vesting shall occur if a Recipient remains employed by or continues
to serve as a Director (including for purposes hereof service as a Director
Emeritus or Advisory Director) of at least one member of the Employer Group) and
shall be distributed as soon as practicable thereafter.  Furthermore,
notwithstanding the general rule contained in Section 7.01(a), all Plan Shares
subject to a Plan Share Award held by a Recipient shall be deemed earned as of
the effective date of a Change in Control.





7.02           Distribution
of Dividends.  Any cash dividends (including special large and
nonrecurring dividends and including any that has the effect of a return of
capital to the Corporation's shareholders) or stock dividends declared in
respect of each unvested Plan Share Award (excluding any unearned Performance
Share Awards) then held by the Trust will be paid out proportionately by the
Trust to the Recipient thereof as soon as practicable after the Trust’s receipt
thereof to the Recipient on whose behalf such Plan Share is then held by the
Trust.  Any cash dividends, stock dividends or returns of capital
declared in respect of each unvested Performance Share Award will be held by the
Trust for the benefit of the Recipient on whose behalf such Performance Share
Award is then held by the Trust, and such dividends or returns of capital,
including any interest thereon, will be paid out proportionately by the Trust to
the Recipient thereof as soon as practicable after the Performance Share Awards
become earned.


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7.03           Distribution
of Plan Shares.





(a)           Timing of
Distributions:  General Rule.   Subject to the
provisions of Section 7.05 hereof, Plan Shares shall be distributed to the
Recipient or his Beneficiary, as the case may be, as soon as practicable after
they have been earned.





(b)           Form of
Distributions.  All Plan Shares, together with any Shares
representing stock dividends, shall be distributed in the form of Common
Stock.  One share of Common Stock shall be given for each Plan Share
earned and distributable.  Payments representing cash dividends shall
be made in cash.





(c)           Withholding.  The
Trustee may withhold from any cash payment or Common Stock distribution made
under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of a cash payment is insufficient, the
Trustee may require the Recipient or Beneficiary to pay to the Trustee the
amount required to be withheld as a condition of delivering the Plan
Shares.  The Trustee shall pay over to the Corporation or any
Subsidiary Company which employs or employed such Recipient any such amount
withheld from or paid by the Recipient or Beneficiary.





(d)           Restrictions
on Selling of Plan Shares.  Plan Share Awards may not be sold,
assigned, pledged or otherwise disposed of prior to the time that they are
earned and distributed pursuant to the terms of this Plan.  Upon
distribution, the Board or the Committee may require the Recipient or his
Beneficiary, as the case may be, to agree not to sell or otherwise dispose of
his distributed Plan Shares except in accordance with all then applicable
federal and state securities laws, and the Board or the Committee may cause a
legend to be placed on the stock certificate(s) representing the distributed
Plan Shares in order to restrict the transfer of the distributed Plan Shares for
such period of time or under such circumstances as the Board or the Committee,
upon the advice of counsel, may deem appropriate.





7.04           Voting of
Plan Shares.  After a Plan Share Award (other than
a  Performance Share Award) has been made, the Recipient shall be
entitled to direct the Trustee as to the voting of the Plan Shares which are
covered by the Plan Share Award and which have not yet been earned and
distributed to him pursuant to Section 7.03, subject to rules and procedures
adopted by the Committee for this purpose.  All shares of Common Stock
held by the Trust which have not been awarded under a Plan Share Award and
shares subject to Performance Share Awards which have not yet vested and shares
which have been awarded as to which Recipients have not directed the voting
shall be voted by the Trustee in its discretion.





7.05           Performance
Awards





(a)           Designation
of Performance Share Awards.  The
Committee may determine to make any Plan Share Award a Performance Share Award
by making such Plan Share Award contingent upon the achievement of a Performance
Goal or any


8


combination
of Performance Goals.  Each Performance Share Award shall be evidenced
by a written agreement (“Award Agreement”), which shall set forth the
Performance Goals applicable to the Performance Share Award, the maximum amounts
payable and such other terms and conditions as are applicable to the Performance
Share Award.  Each Performance Share Award shall be granted and
administered to comply with the requirements of Section 162(m) of the Code, or
any successor thereto and with OTS Regulatory Bulletin 27a and Thrift Activities
Handbook Section 310, or any successors thereto.





(b)           Timing of
Grants.  Any Performance Share Award shall be made not later
than 90 days after the start of the period for which the Performance Share Award
relates and shall be made prior to the completion of 25% of such
period.  All determinations regarding the achievement of any
Performance Goals will be made by the Committee.  The Committee may
not increase during a year the amount of a Performance Share Award that would
otherwise be payable upon achievement of the Performance Goals but may reduce or
eliminate the payments as provided for in the Award Agreement.





(c)           Restrictions
on Grants.  Nothing
contained in the Plan will be deemed in any way to limit or restrict the
Committee from making any Award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in
effect.





(d)           Rights of
Recipients.  Notwithstanding
anything to the contrary herein, a Participant who receives a Performance Share
Award payable in Common Stock shall have no rights as a shareholder until the
Common Stock is issued pursuant to the terms of the Award
Agreement.





(e)           Nontransferable.  Plan
Share Awards and Performance Share Awards and rights to Plan Shares shall not be
transferable by a Recipient, and during the lifetime of the Recipient, Plan
Shares may only be earned by and paid to a Recipient who was notified in writing
of an Award by the Committee pursuant to Section 6.02.  No Recipient
or Beneficiary shall have any right in or claim to any assets of the Plan or
Trust, nor shall the Corporation or any Subsidiary Company be subject to any
claim for benefits hereunder.




(f)           Distribution.  No
Performance Share Award or portion thereof that is subject to the attainment or
satisfaction of a condition of a Performance Goal shall be distributed or
considered to be earned or vested until the Committee certifies in writing that
the conditions or Performance Goal to which the distribution, earning or vesting
of such Award is subject have been achieved.


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ARTICLE
VIII


TRUST





8.01           Trust.  The
Trustee shall receive, hold, administer, invest and make distributions and
disbursements from the Trust in accordance with the provisions of the Plan and
Trust and the applicable directions, rules, regulations, procedures and policies
established by the Committee pursuant to the Plan.





8.02           Management
of Trust.  It is the intent of this Plan and Trust that the
Trustee shall have complete authority and discretion with respect to the
arrangement, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except to the extent that the Trustee determines that the holding
of monies in cash or cash equivalents is necessary to meet the obligations of
the Trust.  In performing its duties, the Trustee shall have the power
to do all things and execute such instruments as may be deemed necessary or
proper, including the following powers:





(a)           To
invest up to one hundred percent (100%) of all Trust assets in Common Stock
without regard to any law now or hereafter in force limiting investments for
trustees or other fiduciaries.  The investment authorized herein may
constitute the only investment of the Trust, and in making such investment, the
Trustee is authorized to purchase Common Stock from the Corporation or from any
other source, and such Common Stock so purchased may be outstanding, newly
issued, or treasury shares.





(b)           To
invest any Trust assets not otherwise invested in accordance with (a) above, in
such deposit accounts, and certificates of deposit, obligations of the United
States Government or its agencies or such other investments as shall be
considered the equivalent of cash.





(c)           To
sell, exchange or otherwise dispose of any property at any time held or acquired
by the Trust.





(d)           To
cause stocks, bonds or other securities to be registered in the name of a
nominee, without the addition of words indicating that such security is an asset
of the Trust (but accurate records shall be maintained showing that such
security is an asset of the Trust).





(e)           To
hold cash without interest in such amounts as may in the opinion of the Trustee
be reasonable for the proper operation of the Plan and Trust.





(f)           To
employ brokers, agents, custodians, consultants and accountants.





(g)           To
hire counsel to render advice with respect to its rights, duties and obligations
hereunder, and such other legal services or representation as it may deem
desirable.


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(h)           To
hold funds and securities representing the amounts to be distributed to a
Recipient or his Beneficiary as a consequence of a dispute as to the disposition
thereof, whether in a segregated account or held in common with other assets of
the Trust.





Notwithstanding anything herein
contained to the contrary, the Trustee shall not be required to make any
inventory, appraisal or settlement or report to any court, or to secure any
order of court for the exercise of any power herein contained, or give
bond.





8.03           Records
and Accounts.  The Trustee shall maintain accurate and detailed
records and accounts of all transactions of the Trust, which shall be available
at all reasonable times for inspection by any legally entitled person or entity
to the extent required by applicable law, or any other person determined by the
Board or the Committee.





8.04           Expenses.  All
costs and expenses incurred in the operation and administration of this Plan
shall be borne by the Corporation or, in the discretion of the Corporation, the
Trust.





8.05           Indemnification.  Subject
to the requirements of applicable laws and regulations, the Corporation shall
indemnify, defend and hold the Trustee harmless against all claims, expenses and
liabilities arising out of or related to the exercise of the Trustee's powers
and the discharge of its duties hereunder, unless the same shall be due to its
gross negligence or willful misconduct.





ARTICLE
IX


DEFERRED
PAYMENTS





9.01           Deferral
of Plan Shares.  Notwithstanding any other provision of this
Plan, any  Recipient may elect on or before December 31, 2004 to defer
the receipt of Plan Shares granted hereunder in accordance with the Bank’s
Amended and Restated Deferred Compensation Plan.





9.02           Timing of
Election.  The election to defer the delivery of any Plan
Shares must be made no later than the last day of the calendar year preceding
the calendar year in which the Recipient would otherwise have an unrestricted
right to receive such Shares.  Deferrals of eligible Plan Shares shall
only be allowed for Plan Share Awards for which all applicable restrictions
lapse while the Recipient is in active service with the Corporation or one of
the Subsidiary Companies. Any election to defer the proceeds from an eligible
Plan Share Award shall be irrevocable as long as the Recipient remains an
Employee or a Non-Employee Director.





9.03          Share
Award Deferral.  The deferral of Plan Share Awards may be
elected by a Recipient subject to the rules and regulations established by the
Committee.


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Any
shares covered by such deferred Plan Share Awards may be transferred from this
Plan to any trust created by the Bank.





9.04          Accelerated
Distributions.  The Committee
may, at its sole discretion, allow for the early payment of a Participant’s
deferred Plan Share Award account in the event of an “unforeseeable emergency”
or in the event of the death or Disability of the Recipient. An “unforeseeable
emergency” means an unanticipated emergency caused by an event beyond the
control of the Recipient that would result in severe financial hardship if the
distribution were not permitted. Such distributions shall be limited to the
amount necessary to sufficiently address the financial hardship. Any
distributions under this provision shall be consistent with the Code and the
regulations promulgated thereunder.





9.05           Assignability.  No rights to
deferred Recipient accounts may be assigned or subject to any encumbrance,
pledge or charge of any nature except that a Recipient may designate a
beneficiary pursuant to any rules established by the Committee.





9.06           Unfunded
Status.  No Recipient or
other person shall have any  interest in any fund or in any specific
asset of the Corporation or any of its Subsidiary Companies by reason of any
amount credited pursuant to the provisions hereof. Any amounts payable pursuant
to the provisions hereof shall be paid from the general assets of the
Corporation or one of its Subsidiary Companies and no Recipient or other person
shall have any rights to such assets beyond the rights afforded general
creditors of the Corporation or one of its Subsidiary Companies. However, the
Corporation or one of its Subsidiary Companies shall have the right to establish
a reserve or trust or make any investment for the purpose of satisfying the
obligations created under this Article IX of the Plan; provided, however, that
no Recipient or other person shall have any interest in such reserve, trust or
investment.





ARTICLE
X


MISCELLANEOUS





10.01         Adjustments
for Capital Changes.  The aggregate number of Plan Shares
available for distribution pursuant to the Plan Share Awards and the number of
Shares to which any unvested Plan Share Award relates shall be proportionately
adjusted for any increase or decrease in the total number of outstanding shares
of Common Stock issued subsequent to the effective date of the Plan resulting
from any split, subdivision or consolidation of shares or other capital
adjustment, the payment of a stock dividend or other increase or decrease in
such shares effected without receipt or payment of consideration by the
Corporation.  If, upon a merger, consolidation, reorganization,
liquidation, recapitalization or the like of the Corporation or of another
corporation, the
shares of the Corporation’s Common Stock shall be exchanged for other securities
of the Corporation or of another corporation,each
Recipient of a Plan Share Award shall be entitled, subject to the conditions
herein stated, to receive such number of shares of Common Stock or amount of
other securities of the Corporation or such other corporation as were
exchangeable for the number of shares of Common Stock of the Corporation which
such Recipients would have been entitled to receive except for such
action.


12





10.02                      Amendment
and Termination of Plan.  The Board may, by resolution, at any
time amend or terminate the Plan, subject to any required shareholder approval
or any shareholder approval which the Board may deem to be advisable for any
reason, such as for the purpose of obtaining or retaining any statutory or
regulatory benefits under tax, securities or other laws or satisfying any
applicable stock exchange listing requirements.  The Board may not,
without the consent of the Recipient, alter or impair his Plan Share Award
except as specifically authorized herein.  Notwithstanding any other
provision of the Plan, this Plan may not be terminated prior to such time as all
outstanding Plan Share Awards granted to Recipients have been earned or
forfeited in accordance with the Plan.





10.03                      Employment
or Service Rights.  Neither the Plan nor any grant of a Plan
Share Award, Performance Share Award or Plan Shares hereunder nor any action
taken by the Trustee, the Committee or the Board in connection with the Plan
shall create any right on the part of any Employee or Non-Employee Director to
continue in such capacity.





10.04                      Voting
and Dividend Rights.  No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by a Plan Share Award or Performance Share Award, except as expressly
provided in Sections 7.02, 7.04 and 7.05 above, prior to the time said Plan
Shares are actually earned and distributed to him.





10.05                      Governing
Law.  To the extent not governed by federal law, the Plan and
Trust shall be governed by the laws of the State of Nebraska.





10.06                      Effective
Date.  This Plan as originally adopted was effective as of the
Effective Date, and Awards may be granted hereunder no earlier than the date
this Plan was approved by the shareholders of the Corporation and prior to the
termination of the Plan.  Notwithstanding the foregoing or anything to
the contrary in this Plan, the implementation of this Plan was subject to the
approval of the Corporation's shareholders, which occurred at a meeting held on
April 23, 2003.  The amendment and restatement of this Plan shall
be effective as of the date set forth in Section 1.01 above.





10.07                      Term of
Plan.  This Plan shall remain in effect until the earlier of
(i) ten (10) years from the Effective Date, (ii) termination by the Board, or
(iii) the distribution to Recipients and Beneficiaries of all the assets of the
Trust.





10.08                      Tax
Status of Trust.  It is intended that the trust established
hereby be treated as a Grantor Trust of the Corporation under the provisions of
Section 671 et
seq. of the
Code, as the same may be amended from time to time.





13


IN WITNESS WHEREOF, the
Corporation has caused this Agreement to be executed by its duly authorized
officers and the corporate seal to be affixed and duly attested, and the
Trustees of the Trust established pursuant hereto have duly and validly executed
this Agreement, all on this 17th day of December 2008.








TIERONE
      CORPORATION
            TRUSTEES:











By:
              /s/ Gilbert G.
      Lundstrom
              /s/ Joyce Person
      Pocras


Gilbert
      G. Lundstrom
            Joyce
      Person Pocras


Chairman of the Board and


Chief Executive
Officer





/s/ Campbell R.
McConnell


Campbell
R. McConnell