Exhibit
10.15






TierOne
Corporation


AMENDED
AND RESTATED 2003 STOCK OPTION PLAN





ARTICLE
I


ESTABLISHMENT
OF THE PLAN





TierOne Corporation (the “Corporation”)
hereby amends and restates its 2003 Stock Option Plan (as amended and restated,
the “Plan”) upon the terms and conditions hereinafter stated, with the amendment
and restatement effective as of December 17, 2008.





ARTICLE
II


PURPOSE
OF THE PLAN





The purpose of this Plan is to improve
the growth and profitability of the Corporation and its Subsidiary Companies by
providing Employees and Non-Employee Directors with a proprietary interest in
the Corporation as an incentive to contribute to the success of the Corporation
and its Subsidiary Companies, and rewarding Employees and Non-Employee Directors
for outstanding performance.  All Incentive Stock Options issued under
this Plan are intended to comply with the requirements of Section 422 of the
Code and the regulations thereunder, and all provisions hereunder shall be read,
interpreted and applied with that purpose in mind.  Each recipient of
an Option 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 and/or exercise of an Option hereunder.





ARTICLE
III


DEFINITIONS





The following words and phrases when
used in this Plan 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 an Optionee to receive any benefits
payable under the Plan in the event of such Optionee’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 Optionee’s surviving spouse, if any, or if none, his
estate.





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





3.04           “Change
in Control” shall mean a 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




1


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 a committee of two or more directors appointed by the Board pursuant to
Article IV hereof, each of whom shall be (i) a Non-Employee Director as defined
in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto, and (ii) an
outside director within the meaning of Section 162(m) of the Code or any
successor thereto.





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
Corporation or any successors thereto, including Non-Employee Directors as well
as Officers 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”
means in the case of any Optionee that the Optionee: (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           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.





3.14           “Exercise
Price” means the price at which a share of Common Stock may be purchased by an
Optionee pursuant to an Option.





3.15           “Fair
Market Value” shall be equal to the fair market value per share of the
Corporation's Common Stock on the date an Option is granted.  For
purposes hereof, the Fair Market Value of a share of Common Stock shall be the
closing sale price of a share of Common




2




Stock on
the date in question (or, if such day is not a trading day in the U.S. markets,
on the nearest preceding trading day), as reported with respect to the principal
market (or the composite of the markets, if more than one) or national quotation
system in which such shares are then traded, or if no such closing prices are
reported, the mean between the high bid and low asked prices that day on the
principal market or national quotation system then in use.  Notwithstanding the
foregoing,if the Common Stock is not
readily tradable on an established securities market for purposes of Section
409A of the Code, then the Fair Market Value shall be determined by means of a
reasonable valuation method that takes into consideration all available
information material to the value of the Corporation and that otherwise
satisfies the requirements applicable under Section 409A of the Code and the
regulations thereunder.





3.16           “Incentive
Stock Option” means any Option granted under this Plan which the Board intends
(at the time it is granted) to be an incentive stock option within the meaning
of Section 422 of the Code or any successor thereto.





3.17           “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.





3.18           “Non-Qualified
Option” means any Option granted under this Plan which is not an Incentive Stock
Option.





3.19           “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.





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





3.21           “OTS”
means the Office of Thrift Supervision.





3.22           “Option”
means a right granted under this Plan to purchase Common Stock.





3.23           “Optionee”
means an Employee or Non-Employee Director or former Employee or Non-Employee
Director to whom an Option is granted under the Plan.





3.24           “Retirement”
means:





(a) A termination of employment which
constitutes a “retirement” at the “normal retirement age” or later under the
TierOne Bank Savings Plan or such other qualified pension benefit plan
maintained by the Corporation or a Subsidiary Company as may be designated by
the Board or the Committee, or, if no such plan is applicable, which would
constitute “retirement” under the TierOne Bank Savings Plan, if such individual
were a participant in that




3




plan,
provided, however, that the provisions of this subsection (a) will not apply as
long as an Optionee continues to serve as a Non-Employee Director.





(b)  With respect to
Non-Employee Directors, retirement means retirement from service on the Board of
Directors of the Corporation or a Subsidiary Company or any successors thereto
(including service as a Director Emeritus or Advisory Director to the
Corporation or any Subsidiary Company) after reaching age 65 and having served
as a member of the Board Directors of the Corporation and/or the Bank for a
period of 10 years or more.





3.25           “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 granting of the Option in
question.





ARTICLE
IV


ADMINISTRATION
OF THE PLAN





4.01           Duties of
the Committee.  The Plan shall be
administered and interpreted by the Committee, as appointed from time to time by
the Board pursuant to Section 4.02.  The Committee shall have the
authority to adopt, amend and rescind such rules, regulations and procedures as,
in its opinion, may be advisable in the administration of the Plan, including,
without limitation, rules, regulations and procedures which (i) address matters
regarding the satisfaction of an Optionee's tax withholding obligation pursuant
to Section 12.02 hereof, (ii) to the extent permissible by applicable law and
regulation, include arrangements to facilitate the Optionee's ability to borrow
funds for payment of the exercise or purchase price of an Option, if applicable,
from securities brokers and dealers, and (iii) subject to any legal or
regulatory restrictions or limitations,  include arrangements which
provide for the payment of some or all of such exercise or purchase price by
delivery of previously owned shares of Common Stock or other property and/or by
withholding some of the shares of Common Stock which are being
acquired.  The interpretation and construction by the Committee of any
provisions of the Plan, any rule, regulation or procedure adopted by it pursuant
thereto or of any Option shall be final and binding in the absence of action by
the Board.





4.02           Appointment
and Operation of the Committee.  The members of
the Committee shall be appointed by, and will serve at the pleasure of, the
Board.  The Board from time to time may remove members from, or add
members to, the Committee, provided the Committee shall continue to 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 or any successor
thereto.  In addition, each member of the Committee shall be an
“outside director” within the meaning of Section 162(m) of the Code and
regulations thereunder at such times as is required under such
regulations.  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.  It
may appoint one of its members to be chairman and any person, whether or not a
member, to be its secretary or agent.  The Committee shall report its
actions and decisions to the Board at appropriate times but in no event less
than one time per calendar year.





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4.03           Revocation
for Misconduct.  The Board or the
Committee may by resolution immediately revoke, rescind and terminate any
Option, 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, 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.  Options granted 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.  Neither the
members of the Board nor any member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan, any rule,
regulation or procedure adopted by it pursuant thereto or any Options 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 its
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 Options
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 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.  Moreover, no
Option may be exercised if such exercise would be contrary to applicable laws
and regulations.





4.06           Restrictions
on Transfer.  The Corporation
may place a legend upon any certificate representing shares acquired pursuant to
an Option granted hereunder noting that the transfer of such shares may be
restricted by applicable laws and regulations.





4.07           No
Deferral of Compensation Under Section 409A of the Code.  All
Options granted under the Plan are designed to not constitute a deferral of
compensation for purposes of Section 409A of the
Code.  Notwithstanding any other provision in this Plan to the
contrary, all of the terms and conditions of any Options granted under this Plan
shall be designed to satisfy the exemption for stock options set forth in the
regulations issued under Section 409A of the Code.  Both this Plan and
the terms of all Options granted hereunder shall be interpreted in a manner that
requires compliance with all of the requirements of the exemption for stock
options




5




set forth
in the regulations issued under Section 409A of the Code.  No Optionee
shall be permitted to defer the recognition of income beyond the exercise date
of a Non-Qualified Option or beyond the date that the Common Stock received upon
the exercise of an Incentive Stock Option is sold.





ARTICLE
V


ELIGIBILITY





Options may be granted to such
Employees or Non-Employee Directors of the Corporation and its Subsidiary
Companies as may be designated from time to time by the Board or the
Committee.  Options may not be granted to individuals who are not
Employees or Non-Employee Directors of either the Corporation or its Subsidiary
Companies.  Non-Employee Directors shall be eligible to receive only
Non-Qualified Options.





ARTICLE
VI


COMMON
STOCK COVERED BY THE PLAN





6.01           Option
Shares.  The aggregate
number of shares of Common Stock which may be issued pursuant to this Plan,
subject to adjustment as provided in Article IX, shall be
2,257,508.  None of such shares shall be the subject of more than one
Option at any time, but if an Option as to any shares is surrendered before
exercise, or expires or terminates for any reason without having been exercised
in full, or for any other reason ceases to be exercisable, the number of shares
covered thereby shall again become available for grant under the Plan as if no
Options had been previously granted with respect to such
shares.  During the time this Plan remains in effect, the aggregate
grants of Options 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.  Options granted to Non-Employee  Directors in
the aggregate may not exceed 30% of the number of shares available under this
Plan.





6.02           Source of
Shares.  The shares of
Common Stock issued under the Plan may be authorized but unissued shares,
treasury shares or shares purchased by the Corporation on the open market or
from private sources for use under the Plan.





ARTICLE
VII


DETERMINATION
OF


OPTIONS,
NUMBER OF SHARES, ETC.





The Board or the Committee shall, in
its discretion, determine from time to time which Employees or Non-Employee
Directors will be granted Options under the Plan, the number of shares of Common
Stock subject to each Option, and whether each Option will be an Incentive Stock
Option or a Non-Qualified Stock Option.  In making all such
determinations there shall be taken into account 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 the
Board or the Committee shall deem relevant to accomplishing the purposes of the
Plan.  The Board or the




6




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 Options to be
granted to him.





ARTICLE
VIII


OPTIONS





Each Option granted hereunder shall be
on the following terms and conditions:





8.01           Stock
Option Agreement.  The proper
Officers on behalf of the Corporation and each Optionee shall execute a Stock
Option Agreement which shall set forth the total number of shares of Common
Stock to which it pertains, the exercise price, whether it is a Non-Qualified
Option or an Incentive Stock Option, and such other terms, conditions,
restrictions and privileges as the Board or the Committee in each instance shall
deem appropriate, provided they are not inconsistent with the terms, conditions
and provisions of this Plan.  Each Optionee shall receive a copy of
his executed Stock Option Agreement.  Any Option granted with the
intention that it will be an Incentive Stock Option but which fails to satisfy a
requirement for Incentive Stock Options shall continue to be valid and shall be
treated as a Non-Qualified Option.





8.02           Option Exercise
Price.





(a)            
 Incentive
Stock Options.  The per share
price at which the subject Common Stock may be purchased upon exercise of an
Incentive Stock Option shall be no less than one hundred percent (100%) of the
Fair Market Value of a share of Common Stock at the time such Incentive Stock
Option is granted, except as provided in Section 8.09(b).





(b)           
  Non-Qualified
Options.  The per share
price at which the subject Common Stock may be purchased upon exercise of a
Non-Qualified Option shall be no less than one hundred percent (100%) of the
Fair Market Value of a share of Common Stock at the time such Non-Qualified
Option is granted.





8.03           Vesting and Exercise of
Options.





(a)           
  General
Rules.  Incentive Stock
Options and Non-Qualified Options granted hereunder shall become vested and
exercisable at the rate of 20% per year over five years, commencing one year
from the date of grant and an additional 20% shall vest on each successive
anniversary of the date the Option was granted, and the right to exercise shall
be cumulative.  Notwithstanding the foregoing, except as provided in
Section 8.03(b) hereof, no vesting shall occur on or after an Employee's
employment or service as a Non-Employee Director (which, for purposes hereof,
shall include service as a Director Emeritus or Advisory Director) with the
Corporation or any of the Subsidiary Companies is terminated.  In
determining the number of shares of Common Stock with respect to which Options
are vested and/or exercisable, fractional shares will be rounded down to the
nearest whole number, provided that such fractional shares shall be aggregated
and deemed vested on the final date of vesting.





(b)            
 Accelerated
Vesting.  Unless the Board
or the Committee shall specifically state otherwise at the time an Option is
granted, all Options granted under this Plan shall become




7




vested
and exercisable in full (1) on the date an Optionee terminates his employment
with the Corporation or a Subsidiary Company or service as a Non-Employee
Director (including for purposes hereof service as a Director Emeritus or
Advisory Director) because of his death or Disability or (2) as of the effective
date of a Change in Control.  All Options hereunder shall become
immediately vested and exercisable in full on the date an Optionee terminates
his employment with the Corporation or a Subsidiary Company due to Retirement if
as of the date of such Retirement (i) such treatment is either authorized or is
not prohibited by applicable laws and regulations, or (ii) an amendment to the
Plan providing for such treatment has been approved by the shareholders of the
Corporation at a meeting of shareholders held more than one year after the
consummation of the Offering.





8.04 Duration of
Options.





(a)            
 General
Rule.  Except as
provided in Sections 8.04(b) and 8.09, each Option or portion thereof granted to
Employees and Non-Employee Directors shall be exercisable at any time on or
after it vests and becomes exercisable until the earlier of (i) ten (10) years
after its date of grant or (ii) six (6) months after the date on which the
Optionee ceases to be employed (or in the service of the Board of Directors) by
the Corporation and all Subsidiary Companies, unless the Board of Directors or
the Committee in its discretion decides at the time of grant or thereafter to
extend such period of exercise to a period not exceeding three (3)
years.  In the event an Incentive Stock Option is not exercised within
90 days of the effective date of termination of Optionee's status as an
Employee, the tax treatment accorded Incentive Stock Options by the Code may not
be available.





In
addition, the accelerated vesting of Incentive Stock Options provided by Section
8.03(b) may result in all or a portion of such Incentive Stock Options no longer
qualifying as Incentive Stock Options.





(b)           
  Exception
for Termination Due to Disability, Retirement, Change in Control or
Death. Unless the
Board or the Committee shall specifically state otherwise at the time an Option
is granted: (i) if an Employee terminates his employment with the Corporation or
a Subsidiary Company as a result of Disability or Retirement without having
fully exercised his Options, the Employee shall have the right, during the three
(3) year period following his termination due to Disability or Retirement, to
exercise such Options, and (ii) if a Non-Employee Director terminates his
service as a director (including service as an Advisory Director or Director
Emeritus) with the Corporation or a Subsidiary Company as a result of Disability
or Retirement without having fully exercised his Options, the Non-Employee
Director shall have the right, during the three (3) year period following his
termination due to Disability or Retirement, to exercise such
Options.





Subject to the provisions of Article IX
hereof, unless the Board or the Committee shall specifically state otherwise at
the time an Option is granted, if an Employee or Non-Employee Director
terminates his employment or service with the Corporation or a Subsidiary
Company following a Change in Control without having fully exercised his
Options, the Optionee shall have the right to exercise such Options during the
remainder of the original ten (10) year term(or




8




five (5) year term for Options
subject to Section 8.09(b) hereof)of the Optionfrom the date of
grant.





If an Optionee dies while in the employ
or service of the Corporation or a Subsidiary Company or terminates employment
or service with the Corporation or a Subsidiary Company as a result of
Disability or Retirement and dies without having fully exercised his Options,
the executors, administrators, legatees or distributees of his estate shall have
the right, during the one (1) year period following his death, to exercise such
Options.





In no event, however, shall any Option
be exercisable more than ten (10) years (five (5) years for Options
subject to Section 8.09(b) hereof)from the date it was
granted.





8.05           Nonassignability.  Options shall not
be transferable by an Optionee except by will or the laws of descent or
distribution, and during an Optionee's lifetime shall be exercisable only by
such Optionee or the Optionee's guardian or legal
representative.  Notwithstanding the foregoing, or any other provision
of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his immediate family or to a duly established trust for the benefit
of one or more of these individuals.   For purposes hereof,
“immediate family” includes but is not necessarily limited to the Optionee's
spouse, children (including step children), parents, grandchildren and great
grandchildren.  Options so transferred may thereafter be transferred
only to the Optionee who originally received the grant or to an individual or
trust to whom the Optionee could have initially transferred the Option pursuant
to this Section 8.05.  Options which are transferred pursuant to this
Section 8.05 shall be exercisable by the transferee according to the same terms
and conditions as applied to the Optionee.





8.06           Manner of
Exercise.  Options may be
exercised in part or in whole and at one time or from time to
time.  The procedures for exercise shall be set forth in the written
Stock Option Agreement provided for in Section 8.01 above.





8.07           Payment
for Shares.  Payment in full
of the purchase price for shares of Common Stock purchased pursuant to the
exercise of any Option shall be made to the Corporation upon exercise of the
Option.  All shares sold under the Plan shall be fully paid and
nonassessable.  Payment for shares may be made by the Optionee (i) in
cash or by check, (ii) by delivery of a properly executed exercise notice,
together with irrevocable instructions to a broker (which shall be unrelated to
the Corporation or the Optionee) to sell the shares and then to properly deliver
to the Corporation the amount of sale proceeds to pay the exercise price, all in
accordance with applicable laws and regulations and all applicable accounting
guidance, including Emerging Issues Task Force Issue No. 00-23, Financial
Accounting Standards Board Statement No. 123R and any successors thereto, or
(iii) at the discretion of the Board or the Committee, by delivering shares of
Common Stock (including shares acquired pursuant to the previous exercise of an
Option) equal in fair market value to the purchase price of the shares to be
acquired pursuant to the Option, by withholding some of the shares of Common
Stock which are being purchased upon exercise of an Option, or any combination
of the foregoing.  With respect to subclause (iii) hereof, the shares
of Common Stock delivered to pay the purchase price must have either been (x)
purchased in open market transactions or (y) issued by the Corporation




9




pursuant
to a plan thereof more than six months prior to the exercise date of the Option
(or one year in the case of previously exercised Incentive Stock
Options).





8.08           Voting
and Dividend Rights.  No Optionee shall
have any voting or dividend rights or other rights of a shareholder in respect
of any shares of Common Stock covered by an Option prior to the time that his
name is recorded on the Corporation's shareholder ledger as the holder of record
of such shares acquired pursuant to an exercise of an Option.





8.09           Additional
Terms Applicable to Incentive Stock Options.  All Options
issued under the Plan as Incentive Stock Options will be subject, in addition to
the terms detailed in Sections 8.01 to 8.08 above, to those contained in this
Section 8.09.





(a)           Amount
Limitation.Notwithstanding
any contrary provisions contained elsewhere in this Plan and as long as required
by Section 422 of the Code, the aggregate Fair Market Value, determined as of
the time an Incentive Stock Option is granted, of the Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year, under this Plan and stock options that
satisfy the requirements of Section 422 of the Code under any other stock option
plans maintained by the Corporation (or any parent or Subsidiary Company), shall
not exceed $100,000.





(b)           Limitation
on Ten Percent Stockholders.  The price at
which shares of Common Stock may be purchased upon exercise of an Incentive
Stock Option granted to an individual who, at the time such Incentive Stock
Option is granted, owns, directly or indirectly, more than ten percent (10%) of
the total combined voting power of all classes of stock issued to shareholders
of the Corporation or any Subsidiary Company, shall be no less than one hundred
and ten percent (110%) of the Fair Market Value of a share of the Common Stock
of the Corporation at the time of grant, and such Incentive Stock Option shall
by its terms not be exercisable after the earlier of the date determined under
Section 8.04 or the expiration of five (5) years from the date such Incentive
Stock Option is granted.





(c)           Notice of
Disposition; Withholding; Escrow.  An Optionee shall
immediately notify the Corporation in writing of any sale, transfer, assignment
or other disposition (or action constituting a disqualifying disposition within
the meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of.  The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose.  The
Committee may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow
arrangement for the purpose of enabling compliance with the provisions of this
Section 8.09(c).





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ARTICLE
IX


ADJUSTMENTS
FOR CAPITAL CHANGES





9.01           General
Adjustments.The aggregate number of
shares of Common Stock available for issuance under this Plan, the number of
shares to which any Option relates, the maximum number of shares that can be
covered by Options to each Employee, each Non-Employee Director and Non-Employee
Directors as a group and the exercise price per share of Common Stock under any
Option 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 this Plan resulting from a split, subdivision or consolidation
of shares or any 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.





9.02           Adjustments
for Mergers and Other Corporate Transactions.If, upon a merger,
consolidation, reorganization, liquidation, recapitalization or the like of the
Corporation, the shares of the Corporation's Common Stock shall be exchanged for
other securities of the Corporation or of another corporation, each Option shall
be converted, subject to the conditions herein stated, into the right to
purchase or acquire 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 Optionee
would have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of
outstanding Options, provided that in each case the number of shares or other
securities subject to the substituted or assumed stock option and the exercise
price thereof shall be determined in a manner that satisfies the requirements of
Treasury Regulation §1.424-1 and the regulations issued under Section 409A of
the Code so that the substituted or assumed option is not deemed to be a
modification of the outstanding Options.  Notwithstanding any
provision to the contrary herein, the term of any Option granted hereunder and
the property which the Optionee shall receive upon the exercise or termination
thereof shall be subject to and be governed by the provisions regarding the
treatment of any such Options set forth in a definitive agreement with respect
to any of the aforementioned transactions entered into by the Corporation to the
extent any such Option remains outstanding and unexercised upon consummation of
the transactions contemplated by such definitive agreement.





ARTICLE
X


AMENDMENT
AND TERMINATION OF THE PLAN





The Board may, by resolution, at any
time terminate or amend the Plan with respect to any shares of Common Stock as
to which Options have not been granted, subject to regulations of the OTS and
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 holder of
an Option, alter or impair any Option previously granted or awarded under this
Plan except as provided by Article IX hereof or except as specifically
authorized herein.




11





Notwithstanding anything to the
contrary herein, in no event shall the Board of Directors without shareholder
approval amend the Plan nor shall the Board of Directors or the Committee amend
an Option in any manner that effectively allows the repricing of any Option
previously granted under the Plan either through a reduction in the Exercise
Price or through the cancellation and regrant of a new Option in exchange for
the cancelled Option (except as permitted pursuant to Article IX in connection
with a change in the Corporation’s capitalization).





ARTICLE
XI


EMPLOYMENT
RIGHTS





Neither the Plan nor the grant of any
Options hereunder nor any action taken by the Committee or the Board in
connection with the Plan shall create any right on the part of any Employee or
Non-Employee Director of the Corporation or a Subsidiary Company to continue in
such capacity.





ARTICLE
XII


WITHHOLDING





12.01         Tax
Withholding.   The
Corporation may withhold from any cash payment made under this Plan sufficient
amounts to cover any applicable withholding and employment taxes, and if the
amount of such cash payment is insufficient, the Corporation may require the
Optionee to pay to the Corporation the amount required to be withheld as a
condition to delivering the shares acquired pursuant to an
Option.  The Corporation also may withhold or collect amounts with
respect to a disqualifying disposition of shares of Common Stock acquired
pursuant to exercise of an Incentive Stock Option, as provided in Section
8.09(c).





12.02         Methods
of Tax Withholding.  The Board or the
Committee is authorized to adopt rules, regulations or procedures which provide
for the satisfaction of an Optionee's tax withholding obligation by the
retention of shares of Common Stock to which the Employee would otherwise be
entitled pursuant to an Option and/or by the Optionee's delivery of previously
owned shares of Common Stock or other property.





ARTICLE
XIII


EFFECTIVE
DATE OF THE PLAN; TERM





13.01         Effective
Date of the Plan.  This Plan as
originally adopted was effective as of the Effective Date, and Options may be
granted hereunder no earlier than the date this Plan was approved by
shareholders and no later than the termination of the Plan.  The
shareholders of the Corporation approved this Plan as originally adopted at a
meeting held on April 23, 2003 pursuant to Article XIV hereof.  The
amendment and restatement of this Plan was adopted effective as of the date set
forth in Article I above.




12




13.02        
Term of
Plan.  Unless sooner
terminated, this Plan shall remain in effect for a period of ten (10) years
ending on the tenth anniversary of the Effective Date.  Termination of
the Plan shall not affect any Options previously granted and such Options shall
remain valid and in effect until they have been fully exercised or earned, are
surrendered or by their terms or the terms hereof expire or are
forfeited.





ARTICLE
XIV


SHAREHOLDER
APPROVAL





The shareholders of the Corporation
approved this Plan as originally adopted at a meeting of shareholders of the
Corporation held on April 23, 2003 within twelve (12) months following the
Effective Date in order to meet the requirements of (i) Section 422 of the Code
and regulations thereunder, (ii) Section 162(m) of the Code and regulations
thereunder, and (iii) the Nasdaq Stock Market for continued quotation of the
Common Stock on the Nasdaq National Market.





ARTICLE
XV


MISCELLANEOUS





15.01         Governing Law.  To
the extent not governed by federal law, this Plan shall be construed under the
laws of the State of Nebraska.