For Bank Use Only	Reviewed by____________
		

		Due December 31, 2011
		Customer # 1735063949	Loan #_________________
		







INSTALLMENT OR SINGLE
PAYMENT NOTE 



	$9,000,000.00	December 19, 2008 






        FOR
VALUE RECEIVED, the undersigned borrower (the “Borrower”), promises to
pay to the order of U.S. BANK N.A. (the “Bank”), the principal sum of
Nine Million and no/100 Dollars ($9,000,000.00) (the “Loan Amount”). 



        1.    Terms
for Advance(s). [Choose One:] 




	 	|X| 	Single
Advance.






	 	|_| 	Multiple
Advances. Prior to    n/a    or the
                    earlier termination hereof, the Borrower may obtain advances from the
Bank under                     this installment or Single Payment Note (the “Note”)
in an                     aggregate amount not exceeding the Loan Amount. Although this
Note is expressed                     as payable in the full Loan Amount, the Borrower
will be obligated to pay only                     the amounts actually disbursed
hereunder, together with accrued interest on the                     outstanding balance
at the rates and on the dates specified therein and such                     other
charges provided for herein. 






        2.    Interest.
The unpaid principal balance will bear interest at an annual           rate of $5.200%.  




        3.    Payment
Schedule. See Attached Payment Schedule Rider.  




        4.    Closing
Fee. |_| If checked here, the Borrower will pay the Bank a
                    one-time closing fee of $   n/a                         contemporaneously
with execution of this Note. This fee is in addition to all                     other
fees, expenses and other amounts due hereunder.  




        5.    Late
Payment Fee. Subject to applicable law, if any payment is not made
                    on or before its due date, the Bank may collect a delinquency charge
of 5.00% of the unpaid amount. Collection of the late payment fee shall not
                    be deemed to be a waiver of the Bank’s right to declare a
default                     hereunder.  




        6.    Calculation
of Interest. Interest will be computed for the actual number                     of
days principal is unpaid, using a daily factor obtained by dividing the
                    stated interest rate by 360.  




        7.    Default
Interest Rate. Notwithstanding any provision of this Note to the
                    contrary, upon any default or at any time during the continuation
thereof                     (including failure to pay upon maturity), the Bank may, at
its option and                     subject to applicable law, increase the interest rate
on this Note to a rate of                     5% per annum plus the interest rate
otherwise payable hereunder. Notwithstanding                     the foregoing and
subject to applicable law, upon the occurrence of a default by                     the
Borrower or any guarantor involving bankruptcy, insolvency, receivership
                    proceedings or an assignment for the benefit of creditors, the
interest rate on                     this Note shall automatically increase to a rate of
5% per annum plus the rate                     otherwise payable hereunder.  





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        8.    Maximum
Rate. In no event will the interest rate hereunder exceed that
                    permitted by applicable law. If any interest or other charge is
finally                     determined by a court of competent jurisdiction to exceed the
maximum amount                     permitted by law, the interest or charge shall be
reduced to the maximum                     permitted by law, and the Bank may credit any
excess amount previously collected                     against the balance due or refund
the amount to the Borrower.  




        9.    Additional
Terms. This Note may be prepaid in full or in part at any time
                    without indemnity. Prepayments of less than all the outstanding
principal amount                     of this Note shall be applied upon principal
payments in the inverse order of                     their maturities.  




        10.    Financial
Information. The Borrower will (i) maintain accounting records                     in
accordance with generally recognized and accepted principles of accounting
                    consistently applied throughout the accounting periods involved; (ii)
provide                     the Bank with such information concerning its business
affairs and financial                     condition (including insurance coverage) as the
Bank may reasonably request; and                     (iii) without request, provide the
Bank with annual financial statements                     prepared by an accounting firm
acceptable to the Bank within 120 days of the end                     of each fiscal
year.  




        11.    Credit
Balances; Setoff. As additional security for the payment of the
                    obligations described in this Note or any document securing or
related to the                     loan evidenced by this Note (collectively the “Loan
Documents”)                     and any other obligations of the Borrower to the
Bank of any nature whatsoever                     (collectively the “Obligations”),
the Borrower hereby grants to                     the Bank a security interest in, a lien
on and an express contractual right to                     set off against all depository
account balances, cash and any other property of                     the Borrower now or
hereafter in the possession of the Bank and the right to                     refuse to
allow withdrawals from any account (collectively                     “Setoff”).
The Bank may, at any time upon the occurrence of a                     default hereunder
(notwithstanding any notice requirements or grace/cure periods                     under
this or other agreements between the Borrower and the Bank) Setoff against
                    the Obligations whether or not the Obligations (including future
                    installments) are then due or have been accelerated, all without any
advance or                     contemporaneous notice or demand of any kind to the
Borrower, such notice and                     demand being expressly waived. 




        12.    Advances
and Paying Procedure. The Bank is authorized and directed to
                    credit any of the Borrower’s accounts with the Bank (or to the
account the                     Borrower designates in writing) for all loans made
hereunder, and the Bank is                     authorized to debit such account or any
other account of the Borrower with the                     Bank for the amount of any
principal, interest or expenses due under the Note or                     other amount
due hereunder on the due date with respect thereto. Payments due
                    under the Note and other Loan Documents will be made in lawful money
of the                     United States. All payments may be applied by the Bank to
principal, interest                     and other amounts due under the Loan Documents in
any order which the Bank                     elects. If, upon any request by the Borrower
to the Bank to issue a wire                     transfer, there is an inconsistency
between the name of the recipient of the                     wire and its identification
number as specified by the Borrower, the Bank may,                     without liability,
transmit the payment via wire based solely upon the                     identification
number.  




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        13.    Defaults.
Notwithstanding any cure periods described below, the                     Borrower
shall immediately notify the Bank in writing when the Borrower obtains
                    knowledge of the occurrence of any default specified below. Regardless
of                     whether the Borrower has given the required notice, the occurrence
of one or                     more of the following shall constitute a default:  




               	 	(a) 	
                    Nonpayment. The Borrower shall fail to pay (i) any interest due on this
                    Note or any fees, charges, costs or expenses under the Loan Documents by 5 days
                    after the same becomes due; or (ii) any principal amount of this Note when due. 


                    



               	 	(b) 	
                    Nonperformance. The Borrower or any guarantor of the Borrower’s
                    Obligations to the Bank (“Guarantor”) shall fail to perform or
                    observe any agreement, term, provision, condition, or covenant (other than a
                    default occurring under (a), (c), (d), (e), (f) or (g) of this paragraph 13)
                    required to be performed or observed by the Borrower or any Guarantor hereunder
                    or under any other Loan Document or other agreement with or in favor of the
                    Bank. 


                    



               	 	(c) 	
                    Misrepresentation. Any financial information, statement, certificate,
                    representation or warranty given to the Bank by the Borrower or any Guarantor
                    (or any of their representatives) in connection with entering into this Note or
                    the other Loan Documents and/or any borrowing thereunder, or required to be
                    furnished under the terms thereof, shall prove untrue or misleading in any
                    material respect (as determined by the Bank in the exercise of its judgment) as
                    of the time when given. 


                    



               	 	(d) 	
                    Default on Other Obligations. The Borrower or any Guarantor shall be in
                    default under the terms of any loan agreement, promissory note, lease,
                    conditional sale contract or other agreement, document or instrument evidencing,
                    governing or securing any indebtedness owing by the Borrower or any Guarantor to
                    the Bank or any indebtedness in excess of $10,000 owing by the Borrower to any
                    third party, and the period of grace, if any, to cure said default shall have
                    passed. 


                    



               	 	(e) 	
                    Judgments. Any judgment shall be obtained against the Borrower or any
                    Guarantor which, together with all other outstanding unsatisfied judgments
                    against the Borrower (or such Guarantor), shall exceed the sum of $10,000 and
                    shall remain unvacated, unbonded or unstayed for a period of 30 days following
                    the date of entry thereof. 


                    



               	 	(f) 	
                    Inability to Perform; Bankruptcy/Insolvency. (i) The Borrower or any
                    Guarantor shall die or cease to exist; or (ii) any Guarantor shall attempt to
                    revoke any guaranty of the Obligations described herein, or any guaranty becomes
                    unenforceable in whole or in part for any reason; or (iii) any bankruptcy,
                    insolvency or receivership proceedings, or an assignment for the benefit of
                    creditors, shall be commenced under any Federal or state law by or against the
                    Borrower or any Guarantor; or (iv) the Borrower or any Guarantor shall become
                    the subject of any out-of-court settlement with its creditors; or (v) the
                    Borrower or any Guarantor is unable or admits in writing its inability to pay
                    its debts as they mature; or (vi) if the Borrower is a limited liability
                    company, any member thereof shall withdraw or otherwise become disassociated
                    from the Borrower. 


                    



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               	 	(g) 	
                    Adverse Change; Insecurity. (i) There is a material adverse change in the
                    business, properties, financial condition or affairs of the Borrower or any
                    Guarantor, or in any collateral securing the Obligations; or (ii) the Bank in
                    good faith deems itself insecure. 


                    



        14.    Termination
of Loans; Additional Bank Rights. Upon the occurrence of any                     of
the events identified in paragraph 13, the Bank may at any time
                    (notwithstanding any notice requirements or grace/cure periods under
this or                     other agreements between the Borrower and the Bank) (i)
immediately terminate                     the obligation, if any, to make additional
loans to the Borrower; (ii) Setoff;                     and/or (iii) take such other
steps to protect or preserve the Bank’s                     interest in any
collateral, including without limitation, notifying account                     debtors
to make payments directly to the Bank, advancing funds to protect any
                    collateral and insuring collateral at the Borrower’s expense;
all without                     demand or notice of any kind, all of which are hereby
waived.  




        15.    Acceleration
of Obligations. Upon the occurrence of any of the events
                    identified in paragraph 13(e) through 13(e) and 13(g), and the
passage of any                     applicable cure periods, the Bank may at any time
thereafter, by written notice                     to the Borrower, declare the unpaid
principal balance of any Obligations,                     together with the interest
accrued thereon and other amounts accrued hereunder                     and under the
other Loan Documents, to be immediately due and payable; and the
                    unpaid balance shall thereupon be due and payable, all without
presentation,                     demand, protest or further notice of any kind, all of
which are hereby waived,                     and notwithstanding anything to the contrary
contained herein or in any of the                     other Loan Documents. Upon the
occurrence of any event under paragraph 13(f),                     the unpaid principal
balance of any Obligations, together with all interest                     accrued
thereon and other amounts accrued hereunder and under the other Loan
                    Documents, shall thereupon be immediately due and payable, all
without                     presentation, demand, protest or notice of any kind, all of
which are hereby                     waived, and notwithstanding anything to the contrary
contained herein or in any                     of the other Loan Documents. Nothing
contained in paragraph 13 or 14 or this                     paragraph shall limit the Bank’s
right to Setoff as provided in this Note. 




        16.    Collateral.
This Note is secured by any and all security interests,                     pledges,
mortgages/deeds of trust (except any mortgage/deed of trust expressly
                    limited by its terms to a specific obligation of Borrower to Bank) or
liens now                     or hereafter in existence granted to the Bank to secure
indebtedness of the                     Borrower to the Bank (unless prohibited by law),
including, without limitation,                     as described in the following
documents: Security Agreement dated 05/26/06;                     Mortgage/Deed of Trust
dated 05/26/06.  




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        17.    Guaranties.
This Note is guaranteed by each and every guaranty now or                     hereafter
in existence guarantying the indebtedness of the Borrower to the Bank
                    (except for any guaranty expressly limited by its terms   to a
specific separate obligation of Borrower to the Bank) including, without limitation, the
following:





 



        18.    Additional
Bank Rights. Without affecting the liability of any Borrower,           endorser,
surety or guarantor, the Bank may, without notice, renew or extend the           time for
payment, accept partial payments, release or impair any collateral           security for
the payment of this Note, or agree not to sue any party liable on           it.  




        19.    Warranties.
The Borrower makes the following warranties: (A) This Note           and the other Loan
Documents are the legal, valid and binding obligations of the           Borrower,
enforceable against the Borrower in accordance with their terms. (B)           The
execution, delivery and performance of this Note and all other Loan           Documents
to which the Borrower is a party (i) are within the borrower’s           power; (ii)
have been duly authorized by all appropriate entity action; (iii) do           not
require the approval of any governmental agency; and (iv) will not violate           any
law, agreement or restriction by which the Borrower is bound. (C) If the
          Borrower is not an individual, the Borrower is validly existing and in good
          standing under the laws of its state of organization, has all requisite power
          and authority and possesses all licenses necessary to conduct its business and
          own its properties.  




        20.    Waivers;
Relationship to Other Documents. All Borrowers, endorsers,           sureties and
guarantors waive presentment, protest, demand, and notice of           dishonor. No delay
on the part of the Bank in exercising any right, power or           privilege hereunder
or under any of the other Loan Documents will operate as a           waiver thereof, nor
will any single or partial exercise of any right, power or           privilege hereunder
preclude other or further exercise thereof or the exercise           of any other right,
power or privilege. The warranties, covenants and other           obligations of the
Borrower (and rights and remedies of the Bank) in this Note           and all related
documents are intended to be cumulative and to supplement each           other.  




        21.    Expenses
and Attorneys’ Fees. Upon demand, the Borrower will           immediately
reimburse the Bank and any participant in the Obligations           (“Participant”)
for all attorneys’ fees and all other           costs, fees and out-of-pocket
disbursements incurred by the Bank or any           Participant in connection with the
preparation, execution, delivery,           administration, defense and enforcement of
this Note or any of the other Loan           Documents, including attorneys’ fees
and all other costs and fees (a)           incurred before or after commencement of
litigation or at trial, on appeal or in           any other proceeding, (b) incurred in
any bankruptcy proceeding and (c) related           to any waivers or amendments with
respect thereto (examples of costs and fees           include but are not limited to fees
and costs for: filing, perfecting or           confirming the priority of the Bank’s
lien, title searches or insurance,           appraisals, environmental audits and other
reviews related to the Borrower, any           collateral or the loans, if requested by
the Bank). The Borrower will also           reimburse the Bank and any Participant for
all costs of collection before and           after judgment, and the costs of
preservation and/or liquidation of any           collateral.  




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        22.    Applicable
Law and Jurisdiction; Interpretation; Joint Liability;           Severability. This
Note and all other Loan Documents shall be governed by           and interpreted in
accordance with the internal laws of the State of Nebraska,           except to the
extent superseded by Federal law. THE BORROWER HEREBY CONSENTS TO           THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY           OF FEDERAL
JURISDICTION OF THE BANK’S BRANCH WHERE THE LOAN WAS ORIGINATED,           AND
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO           ANY
ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS NOTE, THE           COLLATERAL,
ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR           ENFORCEMENT
AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein shall           affect the
Bank’s rights to serve process in any manner permitted by law,           or limit
the Bank’s right to bring proceedings against the Borrower in the
          competent courts of any other jurisdiction or jurisdictions. This Note, the
          other Loan Documents and any amendments hereto (regardless of when executed)
          will be deemed effective and accepted only upon the Bank’s receipt of the
          executed originals thereof. If there is more than one Borrower, the liability
of           the Borrowers shall be joint and several, and the reference to
          “Borrower” shall be deemed to refer to all Borrowers. Invalidity of
          any provision of this Note shall not affect the validity of any other
provision.  




        23.    Successors.
The rights, options, powers and remedies granted in this Note           and the other
Loan Documents shall be binding upon the Borrower and the Bank and           their
respective successors and assigns, and shall inure to the benefit of the
          Borrower and the Bank and the successors and assigns of the Bank, including
          without limitation any purchaser of any or all of the rights and obligations of
          the Bank under the Note and the other Loan Documents. The Borrower may not
          assign its rights or obligations under this Note or any other Loan Documents
          without the prior written consent of the Bank.  




        24.    Disclosure.
The Bank may, in connection with any sale or potential sale           of all or any
interest in the Note and other Loan Documents, disclose any           financial
information the Bank may have concerning the Borrower to any purchaser           or
potential purchaser. From time to time, the Bank may, in its discretion and
          without obligation to the Borrower, any Guarantor or any other third party,
          disclose information about the Borrower and this loan to any Guarantor, surety
          or other accommodation party. This provision does not obligate the Bank to
          supply any information or release the Borrower from its obligation to provide
          such information, and the Borrower agrees to keep all Guarantors, sureties or
          other accommodation parties advised of its financial condition and other
matters           which may be relevant to their obligations to the Bank.  




        25.    Copies;
Entire Agreement; Modification. The Borrower hereby acknowledges           the
receipt of a copy of this Note and all other Loan Documents. This Note is a
          “transferable record” as defined in applicable law relating to
          electronic transactions. Therefore, the holder of this Note may, on behalf of
          Borrower, create a microfilm or optical disk or other electronic image of this
          Note that is an authoritative copy as defined in such law. The holder of this
          Note may store the authoritative copy of such Note in its electronic form and
          then destroy the paper original as part of the holder’s normal business
          practices. The holder, on its own behalf, may control and transfer such
          authoritative copy as permitted by such law.  





6 









        IMPORTANT:
READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY
THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND SIGNED BY THE PARTIES ARE
ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE
LEGALLY ENFORCED. THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN
AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS
NOW IN EFFECT BETWEEN BORROWER AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS
NOW IN EFFECT BETWEEN BORROWER AND THE BANK, WHICH OCCURS AFTER RECEIPT BY BORROWER OF
THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS
TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON. 



        26.    Waiver
of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE BORROWER AND           THE BANK
HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY           IN ANY
ACTION OR PROCEEDING RELATING TO ANY OF THE LOAN DOCUMENTS, THE           OBLIGATIONS
THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY           TRANSACTION ARISING
THEREFROM OR CONNECTED THERETO. THE BORROWER AND THE BANK           EACH REPRESENTS TO
THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND           VOLUNTARILY GIVEN. 




        27.    Attachments.
All documents attached hereto, including any appendices,           schedules, riders, and
exhibits to this Installment or Single Payment Note, are           hereby expressly
incorporated by reference. 




	(Individual Borrower)	National Research Corporation
		

		Borrower Name (Organization)
	
 	a Wisconsin corporation
	
Borrower Name N/A	By    /s/ Patrick E. Beans
	
_____________________________	Name and Title    Patrick E. Beans, Chief
		Financial Officer
	
Borrower Name N/A	By_____________________________
	
 	Name and Title __________________





Borrower Address:         1245 Q
Street, Lincoln, NE 68508  







7 
















ADDENDUM TO NOTE 



NOTICE PURSUANT TO
NEBRASKA REVISED STATUTES 45-1, 112 et. seq. 



        This
Notice is Provided Pursuant to Nebraska Revised Statutes 45-1, 112 et. seq. 



        NOTICE
– WRITTEN AGREEMENTS. A credit agreement must be in writing to be enforceable under
Nebraska law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to make any
other financial accommodation in connection with this loan of money or grant or extension
of credit, or any amendment of, cancellation of, waiver of, or substitution for any or all
of the terms or provisions of any instrument or document executed in connection with this
loan of money or grant or extension of credit, must be in writing to be effective. 



        IN
WITNESS WHEREOF, the undersigned have executed and acknowledged this NOTICE PURSUANT TO
NEBRASKA REVISED STATUTES 45-1, 112 et. seq. as December 19, 2008. 





	(Individual Borrower)	National Research Corporation
		

		Borrower Name (Organization)
	
 	a Wisconsin corporation
	
Borrower Name N/A	By    /s/ Patrick E. Beans
	
_____________________________	Name and Title    Patrick E. Beans, Chief
		Financial Officer
	
Borrower Name N/A	By_____________________________
	
 	Name and Title __________________
	
 	U.S. BANK N.A.
		

		(Bank)
		By    /s/ Elizabeth A. Morgan
	
 	Name and Title    Elizabeth A. Morgan, Vice
		President





Borrower Address:         1245 Q
Street, Lincoln, NE 68508  






Borrower Telephone No.: __________________  










PAYMENT SCHEDULE RIDER 



        This
Rider is made part of the Installment or Single Payment Note (the “Note”)
in the original amount of $9,000,000.00 by the undersigned borrower (the
“Borrower”) in favor of U.S. BANK N.A. (the “Bank”) as
of the date identified below. The following payment schedule is hereby added to the Note: 



        Principal
and interest are payable in 35 installments of $96,828.84 each, beginning JANUARY 31,
2009, and on the last date of each consecutive month thereafter, plus a balloon payment
equal to all unpaid principal and accrued interest on DECEMBER 31, 2011, the maturity
date. 



Dated as of: December 19,
2008 


	(Individual Borrower)	National Research Corporation
		

		Borrower Name (Organization)
	
 	a Wisconsin corporation
	
Borrower Name N/A	By    /s/ Patrick E. Beans
	
_____________________________	Name and Title    Patrick E. Beans, Chief
		Financial Officer
	
Borrower Name N/A	By_____________________________
	
 	Name and Title __________________
















ADDENDUM TO
INSTALLMENT OR SINGLE PAYMENT NOTE 



        This
Addendum is made part of the Installment or Single Payment Note (the
“Agreement”) made and entered into by and between the undersigned borrower (the
“Borrower”) and the undersigned bank (the “Bank”) as of the date
identified below. The warranties, covenants and other terms described below are hereby
added to the Agreement. 



        Note
Issued Pursuant to Loan Agreement. Borrower and Bank entered into a loan or credit
agreement dated July 31, 2008 (as amended, extended, or restated from time to time, the
“Loan Agreement”), which Loan Agreement remains in full force and effect and is
incorporated in its entirety herein by reference as though fully set forth herein. The
warranties, covenants and other obligations of Borrower (and the rights and remedies of
Bank) that are outlined in the Note and the Loan Agreement are intended to supplement each
other. In the event of any inconsistencies in any of the terms of the Note and the Loan
Agreement, all terms will be cumulative so as to give Bank the most favorable rights set
forth in the conflicting documents, except that if there is a direct conflict between the
Note and the Loan Agreement, the terms of the Note shall control as to the loan covered by
the Note. The provisions of the Loan Agreement shall continue in full force and effect
with respect to the Note notwithstanding termination of the Loan Agreement subsequent to
the date hereof unless the documentation terminating the Loan Agreement expressly states
that the representations, warranties and covenants of the Borrower as set forth in the
Loan Agreement no longer apply to the Note. The Note is issued under and is one of the
promissory notes referred to in the Loan Agreement. 



Dated as of December 19,
2008 



	(Individual)	(Non-Individual)
	
______________________________	National Research Corporation
	Borrower Name n/a	a/an Wisconsin Corporation
	
______________________________	By:    /s/ Patrick E. Beans
	Borrower Name n/a	Name and Title: Patrick E. Beans,
		Chief Financial Officer
	
 	By:______________________________
		Name and Title n/a
	
 	Agreed to:
	
 	U.S. BANK N.A.
	
 	By:    /s/ Elizabeth A. Morgan
		Name and Title: Elizabeth A. Morgan,
		Vice President