Exhibit 10.1


                                  NELNET, INC.
                              RESTRICTED STOCK PLAN
                         AS AMENDED THROUGH MAY 24, 2007

         1. Purpose.

         The purpose of the Nelnet, Inc. Restricted Stock Plan is to advance the
interests of Nelnet, Inc. and its shareholders by providing a means to attract,
retain, and motivate employees of Nelnet, Inc. and its subsidiaries and
affiliates upon whose judgment, initiative and efforts the continued success,
growth and development of Nelnet, Inc. is dependent.

         2. Definitions.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a participating
employer under the Plan; provided, however, that the Company directly or
indirectly owns at least 20% of the combined voting power of all classes of
equity interests of such entity or at least 20% of the ownership interests in
such entity.

         (b) "Award" means any Restricted Share or Restricted Stock Unit granted
to an Eligible Employee under the Plan.

         (c) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

         (d) "Beneficiary" means the person, persons, trust or trusts which have
been designated by an Eligible Employee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under this Plan upon the death of the Eligible Employee, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

         (e) "Board" means the Board of Directors of the Company.

         (f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to include
successor provisions thereto and regulations thereunder.

         (g) "Committee" means the Compensation Committee of the Board, or such
other Board committee (which may include the entire Board) as may be designated
by the Board to administer the Plan; provided, however, that, unless otherwise
determined by the Board, the Committee shall consist of two or more directors of
the Company, each of whom is a "non-employee director" within the meaning of
Rule 16b-3 under the Exchange Act; provided further, however, that the mere fact
that the Committee shall fail to qualify under either of the foregoing
requirements shall not invalidate any Award made by the Committee which Award is
otherwise validly made under the Plan.

         (h) "Company" means Nelnet, Inc., a corporation organized under the
laws of Nebraska, or any successor corporation.

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         (i) "Eligible Employee" means an employee of the Company, a Subsidiary
or an Affiliate, including any director who is also an employee. Notwithstanding
any provisions of this Plan to the contrary, an Award may be granted to an
employee in connection with his or her hiring or retention prior to the date the
employee first performs services for the Company, a Subsidiary or an Affiliate;
provided, however, that any such Award shall not become vested prior to the date
the employee first performs such services.

         (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include successor provisions thereto and regulations thereunder.

         (k) "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the closing price per Share on
the date in question (or, if the Shares were not traded on that day, the next
preceding day that the Shares were traded) on the principal exchange or market
system on which the Shares are traded, as such prices are officially quoted on
such exchange.

         (l) "Participant" means an Eligible Employee who has been granted an
Award under the Plan.

         (m) "Plan" means this Nelnet, Inc. Restricted Stock Plan.

         (n) "Restricted Shares" means an Award of Shares under Section 5
thereof that may be subject to certain restrictions and to a risk of forfeiture.

      (o) "Restricted Stock Units" means an Award of Restricted Stock Units
under Section 5 hereof, which represent the right to receive Shares or cash or a
combination thereof upon settlement of the Award, subject to the specific terms
and conditions of the Award as set forth in the Award Agreement.

         (p) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         (q) "Shares" means Class A common stock, $.01 par value per share, of
the Company.

         (r) "Subsidiary" means any entity (other than the Company) in an
unbroken chain of entities beginning with the Company if each of the entities
(other than the last entity in the unbroken chain) owns shares possessing 50% or
more of the total combined voting power of all classes of equity interests in
one of the other entities in the chain.

         3. Administration.

         (a) Authority of the Committee. The Plan shall be administered by the
Committee, and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

                  (i) to select Eligible Employees to whom Awards may be
granted;

                  (ii) to designate Affiliates;

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                  (iii) to determine the number of Awards to be granted, the
number of Shares to which an Award may relate, the terms and conditions of any
Award granted under the Plan (including, but not limited to, any restriction or
condition, any schedule for lapse of restrictions or conditions relating to
transferability or forfeiture, and waiver or accelerations thereof, and waivers
of performance conditions relating to an Award, based in each case on such
considerations as the Committee shall determine), and all other matters to be
determined in connection with an Award;

                  (iv) to determine whether, to what extent, and under what
circumstances an Award may be settled in cash, Shares, other Awards, or other
property, or an Award may be canceled, forfeited, exchanged, or surrendered;

                  (v) to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, or other property payable with respect
to an Award will be deferred either automatically, at the election of the
Committee or at the election of the Eligible Employee;

                  (vi) to prescribe the form of each Award Agreement, which need
not be identical for each Eligible Employee;

                  (vii) to adopt, amend, suspend, waive, and rescind such rules
and regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;

                  (viii) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the Plan
and any Award, rules and regulations, Award Agreement or other instrument
hereunder;

                  (ix) to accelerate the vesting of all or any portion of any
Award;

                  (x) to determine whether uncertificated Shares may be used in
satisfying Awards and otherwise in connection with the Plan; and

                  (xi) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.

         (b) Manner of Exercise of Committee Authority. The Committee shall have
sole discretion in exercising its authority under the Plan. Any action of the
Committee with respect to the Plan shall be final, conclusive, and binding on
all persons, including the Company, Subsidiaries, Affiliates, Eligible
Employees, any person claiming any rights under the Plan from or through any
Eligible Employee and shareholders of any of the foregoing. The express grant of
any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee. The Committee may delegate to other members of the Board or officers
or managers of the Company or any Subsidiary or Affiliate the authority, subject
to such terms as the Committee shall determine, to perform administrative
functions with respect to the Plan.

         (c) Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or other employee of the Company or any
Subsidiary or Affiliate, the Company's independent certified public accountants
or other professional retained by the Company to assist in the administration of
the Plan. No member of the Committee, and no officer or employee of the Company
acting on behalf of the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination or interpretation.

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         4.  Shares Subject to the Plan.

         (a) Subject to adjustment as provided in Section 4(b) hereof, the total
number of Shares reserved for issuance in connection with Awards under the Plan
shall be 2,000,000. No Award may be granted if the number of Shares to which
such Award relates, when added to the number of Shares previously issued under
the Plan exceeds the number of Shares reserved under the applicable provisions
of the preceding sentence. If any Awards are forfeited, canceled, terminated,
exchanged or surrendered, or such Award is settled in cash or otherwise
terminates without a distribution of Shares to the Participant, any Shares
counted against the number of Shares reserved and available under the Plan with
respect to such Award shall, to the extent of any such forfeiture, settlement,
termination, cancellation, exchange or surrender, again be available for Awards
under the Plan.

         (b) In the event that the Committee shall determine that any dividend
in Shares, recapitalization, Share split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or share exchange, or other
similar corporate transaction or event, affects the Shares such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Eligible Employees under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems appropriate and, in such manner as
it may deem equitable, adjust any or all of (i) the number and kind of shares
which may thereafter be issued under the Plan, and (ii) the number and kind of
shares, other securities or other consideration issued or issuable in respect of
outstanding Awards. In addition, the Committee is authorized to make adjustments
in the terms and conditions of, and the criteria and performance objectives, if
any, included in, Awards in recognition of unusual or non-recurring events
(including, without limitation, events described in the preceding sentence)
affecting the Company or any Subsidiary or Affiliate or the financial statements
of the Company or any Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations, or accounting principles.

         (c) Any Shares distributed pursuant to an Award may consist, in whole
or in part, of authorized and unissued Shares or treasury Shares including
Shares acquired by purchase in the open market or in private transactions.

         5. Specific Terms of Awards.

      (a) General. Awards may be granted on the terms and conditions set forth
in this Section 5. In addition, the Committee may impose on any Award, at the
date of grant or thereafter (subject to Section 7(d) hereof), such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine.

      (b) Restricted Shares. The Committee is authorized to grant Restricted
Shares to Eligible Employees on the following terms and conditions:

                  (i) Issuance and Restrictions. Restricted Shares shall be
subject to such restrictions on transferability and other restrictions, if any,
as the Committee may impose at the date of grant or thereafter, which
restrictions may lapse separately or in combination at such times, under such
circumstances (including, without limitation, upon achievement of performance
criteria if deemed appropriate by the Committee), in such installments or
otherwise, as the Committee may determine. Except to the extent restricted under
the Award Agreement relating to the Restricted Shares, an Eligible Employee
granted Restricted Shares shall have all of the rights of a shareholder
including, without limitation, the right to vote Restricted Shares and the right
to receive dividends thereon.

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                  (ii) Forfeiture. Except as otherwise determined by the
Committee, at the date of grant or thereafter, upon termination of service
during the applicable restriction period, Restricted Shares and any accrued but
unpaid dividends that are at that time subject to restrictions shall be
forfeited; provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Restricted Shares will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of Restricted Shares.

                  (iii) Certificates for Shares. Restricted Shares granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Shares are registered in the name of the
Eligible Employee, such certificates shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Shares,
and the Company shall retain physical possession of the certificate.

                  (iv) Dividends. Dividends paid on Restricted Shares shall be
either paid at the dividend payment date, or deferred for payment to such date
as determined by the Committee, in cash or in unrestricted Shares having a Fair
Market Value equal to the amount of such dividends. Shares distributed in
connection with a Share split or dividend in Shares, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Shares with respect to which
such Shares or other property has been distributed.

      (c) Restricted Stock Units. The Committee is authorized to grant
Restricted Stock Units to Eligible Employees on the following terms and
conditions:

           (i) Nature of Restricted Stock Units; Accounts. Each Restricted Stock
Unit awarded shall represent a right for one Share to be delivered upon
settlement of the Award, which right shall be subject to a risk of forfeiture
and cancellation and to the other terms and conditions set forth in the Plan and
the Award Agreement. The Company shall establish and maintain a Participant
account to record Restricted Stock Units and transactions and events affecting
such units. Restricted Stock Units and other items reflected in the account will
represent only bookkeeping entries by the Company to evidence unfunded
obligations of the Company.

           (ii) Forfeiture and Vesting. A Restricted Stock Unit Award Agreement
may provide for forfeiture and cancellation of the Restricted Stock Units upon
termination of the Participant's employment with the Company or nonperformance
of specified performance measures established by the Committee. A Restricted
Stock Unit Award Agreement may also provide for vesting periods which require
the passage of time and/or the occurrence of events in order for the Restricted
Stock Units to vest and become no longer subject to forfeiture.

           (iii) Settlement and Certificates for Shares. Restricted Stock Units
(if not previously cancelled or forfeited) shall be settled on the date or dates
set forth in the Award Agreement. Settlement of a Restricted Stock Unit Award
shall be made in accordance with the terms and conditions of the applicable
Award Agreement. A Restricted Stock Unit Award Agreement may provide that
settlement may be made (A) solely through the issuance of Shares or (B) at the
mutual election of the Participant and the Company, in a combination of Shares
and cash. Upon the settlement of a Restricted Stock Unit Award, the Company may
deliver to the Participant a certificate for the number of Shares issued to the
Participant in settlement of the Award.

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           (iv) Dividend Equivalents. Restricted Stock Units shall not be
credited with Dividend Equivalents unless specifically provided for in the Award
Agreement, and then only upon such terms and conditions as set forth in the
Award Agreement. For purposes of this provision, the term "Dividend Equivalent"
means a right with respect to a Restricted Stock Unit to receive cash, Shares or
other property equal in value and form to dividends declared by the Board and
paid with respect to outstanding Shares. Dividend Equivalents shall not apply to
a Restricted Stock Unit Award unless specifically provided for in the Award
Agreement, and if specifically provided for in the Award Agreement shall be
subject to such terms and conditions set forth in the Award Agreement as the
Committee shall determine.

         6. Certain Provisions Applicable to Awards.

         (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted to
Eligible Employees either alone or in addition to, in tandem with, or in
exchange or substitution for, any other Award granted under the Plan or any
award granted under any other plan or agreement of the Company, any Subsidiary
or Affiliate, or any business entity to be acquired by the Company or a
Subsidiary or Affiliate, or any other right of an Eligible Employee to receive
payment from the Company or any Subsidiary or Affiliate. Awards may be granted
in addition to or in tandem with such other Awards or awards, and may be granted
either as of the same time as or a different time from the grant of such other
Awards or awards.

         (b) Form of Payment Under Awards. Subject to the terms of the Plan and
any applicable Award Agreement, payments to be made by the Company or a
Subsidiary or Affiliate upon the grant or maturation of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Shares, notes, or other property, and may
be made in a single payment or transfer, in installments, or on a deferred
basis. The Committee may make rules relating to installment or deferred payments
with respect to Awards, including the rate of interest to be credited with
respect to such payments, and the Committee may require deferral of payment
under an Award if, in the sole judgment of the Committee, it may be necessary in
order to avoid nondeductibility of the payment under Section 162(m) of the Code.

         (c) Nontransferability. Unless otherwise set forth by the Committee in
an Award Agreement, Awards shall not be transferable by an Eligible Employee
except by will or the laws of descent and distribution (except pursuant to a
Beneficiary designation). An Eligible Employee's rights under the Plan may not
be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be
subject to claims of the Eligible Employee's creditors.

         (d) Noncompetition. The Committee may, by way of the Award Agreements
or otherwise, establish such other terms, conditions, restrictions and/or
limitations, if any, of any Award, provided they are not inconsistent with the
Plan, including, without limitation, the requirement that the Participant not
engage in competition with the Company.


         7. General Provisions.

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         (a) Compliance with Legal and Trading Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan and any Award Agreement, shall be subject to all
applicable federal, state and foreign laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Shares
under any Award until completion of such stock exchange or market system listing
or registration or qualification of such Shares or other required action under
any state or federal law, rule or regulation as the Company may consider
appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws, rules and
regulations. No provisions of the Plan shall be interpreted or construed to
obligate the Company to register any Shares under federal, state or foreign law.
The Shares issued under the Plan may be subject to such other restrictions on
transfer as determined by the Committee.

         (b) No Right to Continued Employment or Service. Neither the Plan nor
any action taken thereunder shall be construed as giving any employee the right
to be retained in the employ of the Company or any of its Subsidiaries or
Affiliates, nor shall it interfere in any way with the right of the Company or
any of its Subsidiaries or Affiliates to terminate any employee's employment at
any time.

         (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any Award granted any payment relating to an Award under the Plan,
including from a distribution of Shares, or any payroll or other payment to an
Eligible Employee, amounts of withholding and other taxes due in connection with
any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Eligible Employees to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Eligible Employee's tax obligations;
provided, however, that the amount of tax withholding to be satisfied by
withholding Shares shall be limited to the minimum amount of taxes, including
employment taxes, required to be withheld under applicable Federal, state, local
and foreign law.

         (d) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of shareholders of the Company
or Participants, except that any such amendment or alternation shall be subject
to the approval of the Company's shareholders to the extent such shareholder
approval is required under the rules of any stock exchange or automated
quotation system on which the Shares may then be listed or quoted; provided,
however, that, without the consent of an affected Participant, no amendment,
alteration, suspension, discontinuation, or termination of the Plan may
materially and adversely affect the rights of such Participant under any Award
theretofore granted to him or her. The Committee may waive any conditions or
rights under, amend any terms of, or amend, alter, suspend, discontinue or
terminate, any Award theretofore granted, prospectively or retrospectively;
provided, however, that, without the consent of a Participant, no amendment,
alteration, suspension, discontinuation or termination of any Award may
materially and adversely affect the rights of such Participant under any Award
theretofore granted to him or her.

         (e) No Rights to Awards; No Shareholder Rights. No Eligible Employee or
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Eligible Employees and
employees. No Award shall confer on any Eligible Employee any of the rights of a
shareholder of the Company unless and until Shares are duly issued or
transferred to the Eligible Employee in accordance with the terms of the Award.

         (f) Unfunded Status of Awards. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of
a general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
Company's obligations under the Plan to deliver cash, Shares, other Awards, or
other property pursuant to any Award, which trusts or other arrangements shall
be consistent with the "unfunded" status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant.

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         (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, and such arrangements may
be either applicable generally or only in specific cases.

         (h) Not Compensation for Benefit Plans. No Award payable under this
Plan shall be deemed salary or compensation for the purpose of computing
benefits under any benefit plan or other arrangement of the Company for the
benefit of its employees unless the Company shall determine otherwise.

         (i) No Fractional Shares. Unless otherwise determined by the Committee,
no fractional Shares shall be issued or delivered pursuant to the Plan or any
Award. The Committee shall determine whether cash, other Awards, or other
property shall be issued or paid in lieu of such fractional Shares or whether
such fractional Shares or any rights thereto shall be forfeited or otherwise
eliminated.

         (j) Governing Law. The validity, construction, and effect of the Plan,
any rules and regulations relating to the Plan, and any Award Agreement shall be
determined in accordance with the laws of the State of Nebraska, without giving
effect to principles of conflict of laws thereof.

         (k) Effective Date; Plan Termination. The Plan shall become effective
as of November 13, 2003 (the "Effective Date"). The Plan shall terminate as to
future awards on the date which is ten (10) years after the Effective Date.

         (l) Titles and Headings. The titles and headings of the Sections in the
Plan are for convenience of reference only. In the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.


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