Common use of Establishment of the Trust Clause in Contracts

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish the Trust pursuant to the Trust Statute. Simultaneously with the execution hereof, the Depositor shall make a contribution to the Trust as the Depositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (aas defined in the Indenture) The Trust is intended to be a Grantor and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to ss. 301.7701-2(c)(2) of thE Regulations and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of Participants and their Beneficiaries against the Companytrust required under Section 3810 ET SEQ. Any assets held by of the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, (the "Code") and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the TrustTrust hereby established is irrevocable. (c) The Trust hereby established Company shall be irrevocable. (d) The Company hereby deposits from time to time deposit amounts with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (ed) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Participants, Beneficiaries and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (fe) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in into the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither Neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. Section 1.1 The Employer and the Trustee hereby agree to the establishment of a trust (athe “Trust”) The Trust is intended consisting of such sums or assets as shall from time to time be a Grantor Trust, of which held in the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A name of the Internal Revenue Code of 1986Trustee together with such earnings, income and appreciation as amendedmay accrue thereon, and shall be construed accordingly. (b) The Company shall be considered a Grantor for which, less payments made to carry out the purposes of the TrustPlan, are referred to herein as the “Fund”. (c) Section 1.2 The Trust hereby established Trustee shall be irrevocable. (d) The Company hereby deposits under no duty to determine whether the amount of any contribution by the Employer is in accordance with the terms of the Plan, nor shall the Trustee be responsible for the collection of any contributions required under the Plan. It shall be the duty of the Employer, subject to the provisions of the Plan, to make all required contributions under the Plan; to keep accurate books and records with respect to Plan participants; and to inform the Trustee in writing as to the Trust One Thousand Dollars identity and Zero Cents ($1,000.00) which shall become the principal value of the Trust assets titled in the Trustee’s name hereunder. Section 1.3 It shall be the duty of the Trustee to take and hold title to the assets comprising the Fund in the Trustee’s name, as and when directed by the Employer in writing. The Trustee shall not receive custody or possession of any such assets, nor shall the Trustee shall be responsible for the custody, investment, safekeeping or disposition of any assets of the Plan such functions to be the responsibility of the Employer or its designated agents pursuant to the terms of any administrative services, custodial or an other agreement between the Employer and such agents. The Fund shall be held, invested, reinvested and administered in accordance with the terms of the Plan, solely in the interest of Plan participants and disposed their beneficiaries and for the exclusive purpose of by providing benefits to Plan participants and their beneficiaries and defraying reasonable expenses of administering the Trustee Plan. Except as provided in this Trust AgreementSection 5.2, no assets of the Plan shall inure to the benefit of the Employer. (e) Section 1.4 It shall be the duty of the Trustee to transfer title to the assets of the Fund, as and when directed by the Employer, in order for the Employer to pay benefits provided under the Plan, to pay expenses of the Plan, or for such other purposes as the Employer shall determine. Section 1.5 The principal Trustee shall be fully entitled to rely on such directions furnished by the Employer concerning the Trustee's taking or transferring title to the assets of the Trust, and any earnings thereon shall be held separate under no duty to ascertain whether such directions are appropriate and apart from other funds in accordance with the provisions of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustPlan. Any rights created under the Arrangements and this Trust Agreement such directions shall conclusively be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal deemed to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to accordance with the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for Plan, and the Trustee in shall be entitled to rely upon, and shall be held harmless by, the amount Employer as to the propriety of $225,000.00such direction.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be is irrevocable. (d) The Company hereby deposits maintains a Trust with the Trustee in the Trust One Thousand Dollars assets and Zero Cents ($1,000.00) which such assets shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of in Control, and annually within 90 days following each December 31 thereafter, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of in Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of in Control occurred. The Company shall also fund an expense reserve Expense Reserve for the Trustee in the amount of $225,000.00225,000.. The Company shall true up the Expense Reserve annually within 90 days following each December 31 thereafter.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor the grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; and it shall be irrevocablebecome irrevocable upon a Change of Control, as defined in Section 15. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held in the Trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plans and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or and from time to time, make additional deposits of cash or other property property, including Company stock, acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of Control (as defined in Section 15), the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control, make an additional contribution to the Trust, if required, in an amount that is sufficient, when aggregated with the other assets of the Trust, to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to (i) pay the insurance premiums required on Policies, as defined herein, purchased pursuant to the Split Dollar Plan, until such Policies have been fully paid, in accordance with Section 2(c) below, and (ii) fund the aggregate amount of Participant Interests as defined and provided for under the Special SERP. (h) In the event a Change of Control does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust. (i) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, Control make an irrevocable contribution to the Trust in an any additional amount that which is necessary to be sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to (i) pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled insurance premiums required on Policies purchased pursuant to the terms of Split Dollar Plan, until such Policies have been fully paid, in accordance with Section 2(c) below, and (ii) fund the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the aggregate amount of $225,000.00Participant Interests as defined and provided for under the Special SERP.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Potential Change in Control or Change in Control, as defined herein (except as may otherwise be irrevocableprovided by this Trust Agreement); provided however, in the event that no Change in Control occurs within one year of a Potential Change in Control, this Trust shall again become revocable until a Potential Change in Control or Change in Control should occur. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Arrangement and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined and subject to a Subsidiary's creditors in Section 3(a) hereinthe event of the Subsidiary's Insolvency to the extent the Trust assets were contributed to the Trust on behalf of the Subsidiary's employees. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the last business day immediately preceding the date of the Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of shall make a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no the Required Funding Amount as defined by this Trust less than 100% but no more than 120% any assets held by the Trust. At least each six months after the occurrence of a Change in Control, the amount necessary to pay each Participant or Beneficiary Company shall make a contribution in the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on amount, if any, by which the Change Required Funding Amount exceeds the value of Control occurred. The Company shall also fund an expense reserve for assets held by the Trustee in the amount of $225,000.00Trust.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as Nelnet Student Loan Trust 2004-4. Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trusttrust, of which the Company is the Grantor"grantor", within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with Trustee shall accept the Trustee in assets transferred to it by the Trust One Thousand Dollars and Zero Cents ($1,000.00) prior Trustee, consisting primarily of cash and/or life insurance policies on the lives of Participants, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The CompanyWithin ninety (90) days following the end of each plan year, in its sole discretion, may at any time, or from time to time, make the Company shall irrevocably deposit additional deposits of cash or other property acceptable into the Trust in an appropriate amount sufficient to pay to each plan Participant or beneficiary the benefits accrued pursuant to the Trustee in terms of the Trust Arrangements as of the close of such plan year. Such a deposit may take the form of an assignment of all, or a percentage interest in, a promissory note evidencing a debt obligation to augment the principal to be held, administered and disposed Company from one of by the Trustee as provided in its subsidiaries (a "Subsidiary Note"). For all purposes of this Trust Agreement. Prior to , a Change of Control, neither Subsidiary Note shall be valued at the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsstated principal balance due under it. (g) Upon a Potential CNF Change in Control, as defined herein, the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of the Potential CNF Change in Control, substitute Marketable Assets for any Subsidiary Notes held by the Trust and any other property other than Marketable Assets and transfer additional Marketable Assets to the Trust so that the Trust will hold Marketable Assets in an amount that is no less than 100% but no more than 120% of the benefits accrued pursuant to the terms of the Arrangements as of the date on which the Potential CNF Change in Control occurred. For 12 months following a Potential CNF Change in Control, the Company shall have no right to substitute a Subsidiary Note for assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes. In the event a CNF Change in Control, as defined herein, does not occur within 12 months following a Potential CNF Change in Control, the Company shall have the right, after the expiration of such 12 months, to substitute one or more Subsidiary Notes for part or all of the assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes. Any Marketable Assets contributed to the Trust must be satisfactory to the Trustee in its sole and absolute discretion. (h) Upon a CNF Change in Control, the Company shall, as soon as possible, but in no event longer later than thirty (30) days following the occurrence of a the CNF Change of in Control, as defined herein, make an irrevocable contribution substitute Marketable Assets for any Subsidiary Notes held by the Trust and any other property other than Marketable Assets and transfer additional Marketable Assets to the Trust so that the Trust will hold Marketable Assets in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary sum of (A) the benefits to which Participants or their Beneficiaries would be entitled accrued pursuant to the terms of the Arrangements as of the date on which the CNF Change of in Control occurred. The Company shall also fund occurred plus (B) an expense reserve for the Trustee in the amount of $225,000.00125,000. After a CNF Change in Control described in Section 15(a)(4)(i) through (iv), the Company shall no longer have any right to substitute a Subsidiary Note for assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes.

Establishment of the Trust. (a) 2.1 The Trust is intended Company hereby appoints the Trustee as a successor Trustee of a trust for the purpose of holding and administering the Fund in accordance with this Agreement. The assets delivered to the Trustee are identified on Schedule A attached to this Agreement. 2.2 Notwithstanding anything to the contrary in this Agreement, or in any amendment thereto, except as otherwise provided under ERISA, the Company, the Committee and the Trustee shall discharge their respective duties with respect to the Fund for, and the Fund shall be a Grantor Trustused solely for and not diverted from, the exclusive purposes of which providing benefits for Participants and their beneficiaries and defraying reasonable expenses of administering the Plan. Notwithstanding the preceding sentence, however, contributions may be returned by the Trustee to the Company at the direction of the Committee if the Committee certifies in writing to the Trustee that one or more of the following circumstances exist: 2.2.1 if a contribution is made by the GrantorCompany by reason of a mistake of fact, the contribution or the then current value thereof, if less, may be returned to the Company without interest within one year after it was paid to the meaning Trustee; 2.2.2 if a contribution is conditioned upon its deductibility under Section 404 of subpart Ethe Internal Revenue Code, part Ithe contribution or the then current value thereof, subchapter Jif less, chapter 1to the extent the deduction is disallowed by the Internal Revenue Service, subtitle A may be returned to the Company without interest within one year after the disallowance; and 7 2.2.3 if a contribution is conditioned upon initial qualification of the Plan under Sections 401, 409 and 4975(e)(7) of the Internal Revenue Code, the contribution or the then current value thereof, if less, may be returned to the Company without interest within one year after such qualification has been denied. 2.3 The Trustee shall receive any contributions paid to it in cash, in Stock or in other property acceptable to it. All contributions so received, together with the income therefrom and any other increment thereon, shall be held, managed and administered by the Trustee pursuant to the terms of this Agreement without distinction between principal and income and without liability for the payment of interest thereon. The Trustee shall not be responsible for the collection of any contributions to the Plan, or for the determination of the amount or frequency of any contribution required by the Plan or the provisions of the Internal Revenue Code of 1986or ERISA, as amended, and which responsibilities shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of borne solely by the Trustee as provided in this Trust AgreementCommittee. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The purpose of the Trust hereby established shall be irrevocableis to provide a fund from which the obligations, if any, of the Company to the Participants pursuant to the Employment Agreements are fulfilled. (d) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Change in Control, as defined herein. (e) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-hundred dollars and Zero Cents zero cents ($1,000.00) 100.00), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (ef) On the date hereof, the Company hereby makes a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 125% of the amount necessary to pay each Trust Beneficiary the Benefits to which Trust Beneficiaries would be entitled pursuant to the terms of the Employment Agreements as of the date on which the Change in Control occurred. The Company shall also fund a separate legal expense reserve for the Trustee in the amount of $100,000.00. Such contribution shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (g) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Employment Agreements and this Trust Agreement shall be unsecured contractual rights of Participants and their Trust Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (fh) The CompanyCompany may, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Trust Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (“Code”), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Except as specifically provided herein, the Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) (the “Initial Contribution”) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plans and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein). (f) The CompanyIn addition to the Initial Contribution, in its sole discretion, may at any time, or the Company shall make such other contributions as shall from time to timetime be authorized by due corporate action. Any such contributions made by the Company may be in cash, make additional deposits by letter of cash or other property acceptable credit or, prior to the Trustee date as of which a Change in the Trust to augment the principal to be heldControl occurs, administered and disposed of in such property (including, without limitation, securities issued by the Trustee Company) as provided in this Trust Agreementthe Company may determine. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositscontributions. The Company shall keep accurate books and records with respect to the interest of each Participant or Beneficiary in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (g) Upon a Change of in Control, the Company shall, as soon as possible, but in no event longer later than thirty three (303) business days following the occurrence of a Change of Control, as defined hereinthereafter, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount at least equal to no less than one hundred percent (100% but no more than 120% %) of the Required Funding and the Expense Reserve. The “Required Funding” shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements Plans, without any discount for present value, assuming all contingencies required for the payment thereunder had been met as of the date on which the Change of in Control occurred. The “Expense Reserve” shall be equal to the lesser of: 1) the estimated trustee and record-keeper expenses and fees for one year or 2) seventy-five thousand dollars ($75,000), which reserve shall be used solely to pay the Trustee’s fees and expenses. (h) Notwithstanding anything herein to the contrary, the Company shall also fund an expense reserve not make any contributions to the Trust if such contributions would result in the Participants or Beneficiaries becoming subject to the tax imposed by Code section 409A. In addition, if the maintenance of assets in the Trust for the benefit of an “applicable covered employee” (as defined in Code section 409A(b)(3)(D)) would result in such individual becoming subject to an additional tax under Code section 409A, then the Trustee in shall, promptly upon notification by the amount Company and receipt of $225,000.00a legal opinion from Company’s counsel that Code section 409A(b)(3)(A) applies, return the assets related to such individual to the Company. In either such event, promptly following the date that the Company may make contributions (if otherwise required) to the Trust without causing additional taxes to be due under Code section 409A, the Company will make such contributions and, if a return of assets to the Company was made, the Company shall redeposit such assets into the Trust.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company and any subsidiaries which adopt the Trust is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocableis irrevocable by the Company. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon The Chief Executive Officer, the Chief Financial Officer, or the General Counsel of the Company shall notify the Trustee of an occurrence of a Potential Change of in Control, and the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of in Control, as defined herein, make an irrevocable a contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Potential Change in Control occurred. Notwithstanding Section 1 (f), prior to a Change in Control, the Company, on or before June 1 of each year, shall make additional deposits of cash or other property in trust with the Trustee, to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement, in an amount calculated to ensure that the value of assets in the Trust shall be equal to at least 80% of the present value, as of December 31 of the preceding year, of amounts accrued as of December 31 of such preceding year. For purposes of this Trust Agreement, "present value" shall be determined on the basis of the assumptions contained in the payment schedule(s) as described in Section 2 (c). If the Company fails to make the contribution required under this subsection within 30 days, a Potential Change in Control will be deemed to have occurred. (h) In the event a Change in Control does not occur following a Potential Change in Control, the Chief Executive Officer, the Chief Financial Officer, or the General Counsel shall notify the Trustee, and the Company shall have the right to recover any amounts contributed to and remaining on hand plus earnings on such amounts in the Trust pursuant to Section 1(g). (i) Upon a Change in Control, the Chief Executive Officer, the Chief Financial Officer, or the General Counsel of the Company shall notify the Trustee. Also,upon a Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100 % but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change in Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00120,000.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Subject to Section 1(h), the Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) (“Initial Contribution”) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) In addition to the Initial Contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action. Any such contributions made by the Company may be in cash, by letter of credit or, prior to the date as of which a Change in Control occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine. The Company shall keep accurate books and records with respect to the interest of each Participant in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. Upon a Potential Change of in Control, as defined herein, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of in Control, as defined herein, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding plus an amount equal to the Expense Reserve. The Required Funding shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date of the Potential Change in Control or Change in Control as of which the Required Funding is being calculated. The Expense Reserve shall be equal to the lesser of: 1) the estimated trustee and recordkeeper expenses and fees for one year or 2) seventy-five thousand dollars ($75,000). Annually, the Company shall recalculate the Required Funding and Expense Reserve as of December 31 of the preceding year and, if the assets of the trust are less than the sum of the Required Funding and Expense Reserve, the Company shall make a contribution to the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding plus an amount equal to the Expense Reserve. (h) In the event a Change in Control, as defined herein, does not occur within two years of a Potential Change in Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust pursuant to a payment made upon the occurrence of a Potential Change in Control in accordance with Section 1(g). (i) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding as of the date on which the Change of in Control occurred. The Company shall also fund an expense reserve Expense Reserve for the Trustee Trustee, which shall be equal to the lesser of: 1) the estimated trustee and record-keeper expenses and fees for one year or 2) seventy-five thousand dollars ($75,000). Annually, the Company shall recalculate the Required Funding and Expense Reserve as of December 31 of the preceding year and, if the assets of the trust are less than the sum of the Required Funding and Expense Reserve, the Company shall make a contribution to the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding plus an amount of $225,000.00equal to the Expense Reserve.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as Nelnet Student Loan Trust ____-__. Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. (b) The Company shall be considered a the Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company. It shall be irrevocablebecome irrevocable upon a Change in Control. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-hundred dollars and Zero Cents zero cents ($1,000.00100.00) (the “Initial Contribution”), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon (the “Fund”) shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plans and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company Controlled Group under federal and state law in the event any member of the Company is Controlled Group becomes Insolvent, as defined in Section 3(a) herein. (f) The In addition to the Initial Contribution, the Company, in its sole discretion, may may, at any time, or from time to timetime prior to a Change in Control, make additional deposits of cash cash, letter of credit, or other property acceptable to the Trustee in the Trust to augment the principal Fund to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) The Company (or a third-party recordkeeper retained by the Company) shall keep accurate books and records with respect to the interest of each Participant in the Plans and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (h) Upon the earlier of a Plans’ Change of in Control or a Funding Change in Control, the Company shall, as soon as possible, but in no event longer later than thirty five (305) days following the occurrence of either a Plans’ Change of in Control or a Funding Change in Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements Liabilities as of the date on which such Change in Control occurred (the Change of Control occurred“Required Funding”). The Company shall also fund an expense reserve Expense Reserve for the Trustee Trustee, which shall be equal to the lesser of: 1) the estimated trustee and record-keeper expenses and fees for the expected duration of the Trust, or 2) one hundred thousand dollars ($100,000). In addition, with respect to each calendar year of the Company following the year of the Change in Control, the Company shall make an additional irrevocable contribution to the Trust in an amount that is sufficient (taking into account the remaining Trust assets, if any, resulting from prior contributions and payments in discharge of $225,000.00Liabilities) to fund the Trust in an amount equal to no less than 100% of the Liabilities accrued each year following the year of the Change in Control (including any additional Liabilities accruing during the remainder of the year in which the Change in Control occurred) (the “Additional Required Funding”), plus an additional contribution to fund an Expense Reserve for one additional year, such contribution to be made no later than thirty (30) days following the end of such calendar year following the date of the year of the Change in Control.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish the Trust pursuant to the Trust Statute. Simultaneously with the execution of the Original Agreement, the Depositor made a contribution to the Trust as the Depositor’s initial contribution, as described more fully in Exhibit A hereto, and will transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (aas defined in the Indenture) The Trust is intended to be a Grantor and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits assumed certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in recorded the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to § 301.7701-2(c)(2) of the Company Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of Participants and their Beneficiaries against the Companytrust required under Section 3810 et seq. Any assets held by of the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company Employer is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.. The Trust is established for the benefit of the Participants and Beneficiaries of the Arrangements. A list of Participants and Beneficiaries and the Arrangements in which they participate is contained in Exhibit B. (b) The Company Employer shall be considered a Grantor grantor with respect to the account maintained under the Trust for the purposes of the TrustEmployer as described in Section 9. (c) The Trust hereby established shall be irrevocableis irrevocable by the Employer. (d) The Company hereby deposits with makes the Trustee deposit described in the Trust One Thousand Dollars and Zero Cents ($1,000.00) Exhibit C which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company Employer and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or nor any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the CompanyEmployer. Any assets held by the Trust in the account of the Employer will be subject to the claims of the general creditors of the Company Employer under federal and state law in the event the Company Employer is Insolvent, as defined in subject to the provisions of Section 3(a) 3 herein. (f) The CompanyTrustee shall, upon direction of the Employer, establish two separate funds (each individually referred to as a "Benefit Fund"). One Benefit Fund shall be for Arrangements having a lump sum payout as provided under the Arrangement and the other Benefit Fund shall be for all other arrangements. Prior to a Change in Control, the Trustee shall, upon direction, create in the Benefit Funds separate accounts (each individually referred to as an "Account"). (g) The Employer, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. When making such deposits, the Employer shall certify the Benefit Fund or Funds to which such deposits shall be allocated and the Trustee shall allocate the contributions accordingly. Further, the Employer may direct the Trustee, prior to a Change in Control, the amount of deposits being made with respect to each Account of each Participant and the Trustee shall allocate the deposits among the Accounts accordingly. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (gh) Upon a Threatened Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Threatened Change in Control, as defined herein, make a contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% (in addition to $125,000 to fund an expense reserve for the Trustee) of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Threatened Change in Control occurred. (i) In the event a Change in Control does not occur within six (6) months of a Threatened Change in Control, the Company shall have the right, upon direction, to recover any amounts contributed to and remaining on hand in the Trust pursuant to Section 1(h). (j) Upon a Change of in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of in Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of in Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00125,000.00 unless such amount was previously funded pursuant to Section 1(h) above and not recovered pursuant to Section 1 (i) above.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1l , subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of ControlIn addition to the initial contribution, the Company shallshall make such other contributions as shall from time to time be authorized by due corporate action. Any such payments made by the Company may be in cash, by letter of credit or in such property (including, without limitation, securities issued by the Company) as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurredCompany may determine. The Company shall also fund an expense reserve for keep accurate books and records with respect to the interest of each Executive in any Plan and shall provide copies of such books and records to the Trustee in at any time as the amount of $225,000.00Trustee shall request.

Establishment of the Trust. 1.1 The Trustee shall accept such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee. All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereinafter referred to as the (a) “Trust Fund”). The Trust Fund shall be held, administered and disposed of by the Trustee in accordance with the provisions of this Trust Agreement. 1.2 It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This Trust is not intended to be subject to Part 4 of Title I of ERISA. The Employers represent that this Trust is not intended to be and is not subject to Part 4 of Title I of ERISA. 1.3 This Trust is intended to be a Grantor Trustgrantor trust, of which the Company is Employers are the Grantorgrantors, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. (b) 1.4 The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the TrustFund, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company Employers and shall be used exclusively for the uses and purposes of Participants Trust Beneficiaries and general creditors as herein set forth. Participants and their Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Fund. Any rights created under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and their Trust Beneficiaries against the CompanyEmployers. Any assets held by in the Trust Fund will be subject to the claims of the Trust Beneficiaries. 1.5 Each Employer shall be the grantor and owner for income tax purposes of that portion of the Trust attributable to amounts funded by such Employer. The Plan Administrator shall direct the Trustee as to how to allocate Trust assets to each particular Employer. Such amounts with respect to a particular Employer, including earnings, are hereinafter referred to as an “Employer Trust Fund”. An Employer Trust Fund will be subject to the claims of such Employer’s general creditors of the Company under federal and state law in the event the Company is Insolventof Insolvency, as defined in Section 3(a) 8.2 herein, of such Employer. The Trustee shall separately account for each Employer Trust Fund. (f) 1.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits Employers represent that the Compensation Committee of cash or other property acceptable to SCP Pool Corporation is the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% “administrator” of the amount necessary to pay each Participant or Beneficiary Plan (“Plan Administrator”), which Plan Administrator possesses discretionary authority and control over the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms management of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00Plan.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as Nelnet Student Loan Trust 2003-2. Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Subject to Section 1(i), the Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee those assets previously held under the Original Trust Agreement, which assets are listed in Attachment B hereto (the Trust One Thousand Dollars and Zero Cents ($1,000.00“Initial Contribution”) which shall become the principal of the this Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Controlin Control (as defined in Section 15) or, if earlier, a Potential Change in Control (as defined in Section 15) (a “Triggering Event,” as such term is more fully defined in Section 15), neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) In addition to the Initial Contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action. Any such payments made by the Company may be in cash, by letter of credit or, prior to the date as of which a Triggering Event, occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine. The Company shall keep accurate books and records with respect to the interest of each Executive in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (h) Upon a Change of ControlTriggering Event, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined hereinthe Triggering Event, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding and the Expense Reserve. The Required Funding shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control Triggering Event occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.Expense Reserve shall

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. (b) The Company shall be considered a the Grantor for the purposes of the Trust. (c) The Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee one hundred twenty-six thousand dollars and zero cents ($126,000.00) ("Initial Contribution") which shall be comprised of: (1) one hundred twenty-five thousand dollars and zero cents ($125,000.00) to be held in the Trust One Thousand Dollars and Zero Cents made available as an Expense Reserve in the event the Company fails to pay the Trustee's fees and expenses as set forth in Section 11 below, and (2) one thousand dollars and zero cents ($1,000.00) which shall ), to become part of the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forthforth in this Trust Agreement. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and and/or this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) 15 herein. (f) The CompanyIn addition to the Initial Contribution, in its sole discretion, may at any time, or the Company shall make such other contributions as shall from time to timetime be authorized by due corporate action or required by the Trustee pursuant to the provisions of, or otherwise required by, this Trust Agreement. Any such contributions made by the Company must be in cash or by irrevocable letter of credit confirmed by a United States bank, as the Company may determine. The Company shall keep accurate books and records with respect to the interest of each Participant in the Arrangements and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (g) Not later than sixty (60) days after the end of each Fiscal Year of the Company, and using the methodology set forth below in this subparagraph (g), the Company shall recalculate the Funding Target (as defined below) as of last day of the Company's most recent Fiscal Year then ended and, if the value of the assets of the Trust as of such date is less than the Funding Target, the Company shall make additional deposits contributions ("Annual Funding Amount") of cash or other property acceptable as set forth in subsection (f) above to the Trustee in Trust so the value of the Trust assets is equal to not less than 100% of the Funding Target as of the last day of the Company's most recent Fiscal Year then ended. The Annual Funding Amount shall be contributed to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior The Funding Target shall be equal to the sum of the following: (1) the Accumulated Benefit Obligation ("ABO") attributable to the accrued benefits to which the Participants are entitled pursuant to the terms of the Arrangements and measured as of the last day of the Company's most recent Fiscal Year then ended; (2) in the case of any Arrangement consisting of a Change defined contribution plan, the account balance(s) to which the Participants are entitled pursuant to the terms of Controlsuch defined contribution plan and measured as of the last day of the Company's most recent Fiscal Year then ended; and (3) the Expense Reserve equal to one hundred and twenty-five thousand dollars ($125,000). The ABO shall be determined by an independent actuary, neither selected by the Trustee nor Company, in accordance with the requirements of Statements of Financial Accounting Standards ("FAS") Nos. 87 and 132(R) (or any Participant or Beneficiary successor statements to FAS 87 and 132(R)) and the assumptions used in such determination to the extent not explicitly set forth in the Arrangements shall have any right to compel additional depositsbe consistent with those that are used in determining the ABO that is included within the Company's aggregate ABO for all employee benefit plans that is disclosed in the Company's annual audited financial statements. (gh) Upon a Potential Change of in Control, as defined in Section 15 below, the Company shall, as soon as possible, but in no event longer later than thirty (30) days following the occurrence of a Potential Change of in Control, as defined herein, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the value at the time of the Potential Change in Control of the Trust assets, if any, resulting from prior contributions and accumulations thereof) to fund the Trust in an amount equal to no not less than 100% but no more than 120% of the amount necessary sum of the Required Funding and the Expense Reserve. For purposes of this paragraph: (1) The Required Funding shall be equal to pay each Participant or Beneficiary (i) the ABO attributable to the accrued benefits to which the Participants or their Beneficiaries would be are entitled pursuant to the terms of the Arrangements (or, in the case of the Technitrol, Inc. Supplemental Retirement Plan Amended and Restated Effective January 1, 2002, and including any future amendments ("SERP"), the lump sum payments determined under Sections 6.3 and 6.4 of such plan) and measured as of the date on which the Potential Change in Control occurred as though a Change in Control, as defined in Section 15 herein, had occurred on such date, and (ii) in the case of Control occurredany Arrangement consisting of a defined contribution plan, the account balance(s) to which the Participants are entitled pursuant to the terms of such defined contribution plan and measured as of the last day of the Company's most recent Fiscal Year then ended. The ABO or the lump sum payment, as the case may be, shall be determined by an independent actuary, selected by the Company, in accordance with the requirements of FAS 87 and 132(R) (or any successor statements to FAS 87 and 132(R)) and the assumptions used in such determination to the extent not explicitly set forth in the Arrangements shall be consistent with those that would be used in determining the ABO that is included within the Company's aggregate ABO for all employee benefit plans and disclosed in the Company's audited financial statements had a Change in Control were to occur on such date and as if audited financial statements as of the Potential Change in Control date had been prepared; and (2) The Expense Reserve shall be equal to one hundred and twenty-five thousand dollars ($125,000). Annually thereafter, until either all benefits have been paid as a result of a Change in Control or a Potential Change in Control ceases to exist, as defined in Section 15, the Company shall also fund recalculate the Required Funding and the Expense Reserve as of the last day of the Company's most recent Fiscal Year then ended and, if the assets of the Trust are less than 120% of the sum of the Required Funding and the Expense Reserve, the Company shall promptly make a contribution to the Trust in such an expense reserve for amount so that the Trustee assets of the Trust are equal to not less than 120% of the Required Funding and the Expense Reserve as of the last day of the Company's most recent Fiscal Year then ended. Upon a Change in Control, in the event the value of the assets of the Trust are not sufficient to make the payments to which the Participants are entitled pursuant to the Arrangements, the Company shall, as soon as possible, but in no event later than ten (10) days following the occurrence of a Change in Control, make a contribution to the Trust in such amount so that the assets of $225,000.00the Trust are sufficient to make the payments required under the Arrangements. In the event that a Potential Change in Control ceases to exist, as defined in Section 15, the Company shall resume determinations of the Funding Target under Section 1(g) of this Trust Agreement which should be measured as of the last day of the Company's most recent Fiscal Year then ended. (i) In the event one or more Participants are paid interest from the Trust assets in accordance with either Sections 2(c) or 3(c) of this Trust Agreement, the Company shall make an additional contribution of cash or other property as set forth in subsection (f) above to the Trust to replenish the reduction in Trust assets caused by such interest payment(s). Such contribution shall be made not later than sixty (60) days after the end of the Fiscal Year for which such interest payment(s) had been made to the Participant, or within thirty (30) days following the occurrence of a Potential Change in Control, whichever date is sooner.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (d) The Company hereby deposits with the Trustee in the in the Trust One Thousand Dollars and Zero Cents ($1,000.00) 100.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Plan Participant or Beneficiary the benefits to which Plan Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the a Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (“Code”), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Except as specifically provided herein, the Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) (the “Initial Contribution”) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein). (f) The CompanyIn addition to the Initial Contribution, in its sole discretion, may at any time, or the Company shall make such other contributions as shall from time to timetime be authorized by due corporate action. Any such contributions made by the Company may be in cash, make additional deposits by letter of cash or other property acceptable credit or, prior to the Trustee date as of which a Change in the Trust to augment the principal to be heldControl occurs, administered and disposed of in such property (including, without limitation, securities issued by the Trustee Company) as provided in this Trust Agreementthe Company may determine. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositscontributions. The Company shall keep accurate books and records with respect to the interest of each Participant or Beneficiary in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (g) Upon a Change of in Control, the Company shall, as soon as possible, but in no event longer later than thirty three (303) business days following the occurrence of a Change of Control, as defined hereinthereafter, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount that is at least equal to no less than one hundred percent (100% but no more than 120% %) of the Required Funding, the Dispute Expense Reserve and the Trust Expense Reserve. The “Required Funding” shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements Arrangements, without any discount for present value, assuming all contingencies required for the payment thereunder had been met as of the date on which the Change of in Control occurred. The “Dispute Expense Reserve” shall be equal to two hundred and fifty thousand dollars ($250,000), which shall be used solely to reimburse Participant or Beneficiary legal fees as approved under the Arrangements in the event of a dispute regarding the entitlement to a benefit under the Arrangements. The “Trust Expense Reserve” shall be equal to the lesser of: 1) the estimated trustee and record-keeper expenses and fees for one year or 2) seventy-five thousand dollars ($75,000), which reserve shall be used solely to pay the Trustee’s fees and expenses. Thereafter, as of each December 31, the Company shall also fund recalculate the Required Funding (but based on the amount necessary to pay the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements, without any discount for present value, assuming all contingencies required for payment thereunder had been met as of such December 31), the Dispute Expense Reserve and the Trust Expense Reserve, and if the assets of the Trust are less than the sum of the Required Funding, the Dispute Expense Reserve and the Trust Expense Reserve as so recalculated, then the Company shall make a contribution to the Trust as soon as administratively possible but no later than sixty(60) days after January 1 in an expense reserve amount equal to no less than one hundred percent (100%) of the Required Funding, the Dispute Expense Reserve and the Trust Expense Reserve as so recalculated. (h) Notwithstanding anything herein to the contrary, the Company shall not make any contributions to the Trust if such contributions would result in the Participants or Beneficiaries becoming subject to the tax imposed by Code section 409A. In addition, if the maintenance of assets in the Trust for the benefit of an “applicable covered employee” (as defined in Code section 409A(b)(3)(D)) would result in such individual becoming subject to an additional tax under Code section 409A, then the Trustee in shall, promptly upon notification by the amount Company and receipt of $225,000.00a legal opinion from Company’s counsel that Code section 409A(b)(3)(A) applies, return the assets related to such individual to the Company. In either such event, promptly following the date that the Company may make contributions (if otherwise required) to the Trust without causing additional taxes to be due under Code section 409A, the Company will make such contributions and, if a return of assets to the Company was made, the Company shall redeposit such assets into the Trust.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company intends to contribute additional assets to the Trust, consisting of approximately One Million Five Hundred Thousand (1,500,000) shares of Company stock, within a reasonable period from the date of execution of this Trust. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property property, including Company stock, acceptable to the Trustee in to the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control, as defined herein, make an additional contribution to the Trust, if required, in an amount that is sufficient, when aggregated with the other assets of the Trust, to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay the insurance premiums required on policies purchased pursuant to the Plan, until said policies have been fully paid, in accordance with Section 2(c) below. (h) In the event a Change of Control does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust. (i) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an any additional amount that which is necessary to be sufficient to fund the Trust in an amount equal to no less than 100100 % but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled insurance premiums required on policies purchased pursuant to the terms of the Arrangements as of the date on which the Change of Control occurredPlan, until said policies have been fully paid, in accordance with Section 2(c) below. The Company shall also fund an a cash expense reserve for the Trustee in the amount of $225,000.00125,000.00.

Establishment of the Trust. 1.1 The Company hereby establishes with the Trustee a trust to hold and accept such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee (a) the "Trust"). All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereinafter referred to as the ("Trust Fund"). The Trust Fund shall be held, administered and disposed of by the Trustee in accordance with the provisions of this Trust Agreement. 1.2 It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company represents that this Trust is not intended to be and is not subject to Part 4 of Title I of ERISA. 1.3 This Trust is intended to be a Grantor Trustgrantor trust, of which the Company is Participating Companies are the Grantorgrantors, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. The parties acknowledge that the Trustee shall hold all assets of all Participating Companies on a commingled basis and the Trustee shall have no ability to identify assets contributed by any particular Participating Company. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) 1.4 The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon Fund shall be held separate and apart from other funds of the Company Participating Companies and shall be used exclusively for the uses and purposes of Participants Trust Beneficiaries and general creditors as herein set forth. Participants and their Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Fund. Any rights created credited under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and their Trust Beneficiaries against the each applicable Participating Company. Any All assets held by within the Trust will Fund shall be subject to the claims of the Participating Companies' general creditors of the Company under federal and state law in the event the that a Participating Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable 8.1 hereof. Any assets held within the Trust Fund shall not be subject to the Trustee claims of any other person's general creditors, including without limitation, any other affiliates of the Company that may participate in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possiblePlan, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00do not hold assets through this Trust.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Subject to Section 5(b), the Trust hereby established shall be irrevocableis irrevocable by the Company. (d) The Company hereby deposits with agrees that the assets held in the Trust by Chase for the Arrangements shall be transferred to the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than one-hundred percent (100% %) but no more than one-hundred and twenty (120% %) of the Required Funding Amount, together with the amount of the Expense Account as established by the Trustee pursuant to Section 1(h). The determination of such Required Funding Amount and the Expense Account to be contributed after a Change of Control shall be determined by the Trustee in the same manner as the determination of such amount required under paragraph (f) of this Section 1, and such amounts shall be communicated to the Company by the Trustee in writing (h) The Trustee may from time to time earmark funds in the Fund to be held in an Expense Account and used to pay the Trustee's fees and Trust expenses, provided that the aggregate of all amounts credited to the Expense Account prior to a Change of Control shall not be more than $250,000, and after a Change of Control shall not be less than $250,000 nor more than two percent (2%) of the value of the Fund. To the extent that there is a balance in the Expense Account, the Trustee shall utilize such Expense Account for payment of its fees and expenses, and in the absence of such a balance, the Trustee shall seek payment from the Company. In the event that the Company shall fail or refuse to make such payment within sixty (60) days of demand, the Trustee may satisfy such obligations out of the assets of the Trust. If after a Change of Control the Trustee satisfies obligations out of the assets of the Trust, the Company shall immediately upon demand by the Trustee deposit into the Trust Fund a sum equal to the amount demanded by the Trustee to reimburse the Fund for such expenses. If such funds are not deposited with sixty (60) days of such demand, the Trustee may, in its discretion, commence legal action against the Company for recovery of the amount paid out of the Trust and demanded by the Trustee. (i) In its discretion, the Trustee may institute an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled make payments pursuant to the terms of the Arrangements as of Arrangements, or if the date on which Company should ever fail to contribute the Change of Control occurred. The Company shall also fund an expense reserve for amounts requested by the Trustee in the amount of $225,000.00pursuant to Sections I (f) or I (g).

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocablerevocable by the Company prior to a Change of Control, but shall be irrevocable upon and following the occurrence of a Change of Control. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) (“Initial Contribution”) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Participants, Beneficiaries and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein). (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) In addition to the Initial Contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action. Any such contributions made by the Company may be in cash, by letter of credit or, prior to the date as of which a Change in Control occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine. The Company shall keep accurate books and records with respect to the interest of each Participant in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. Annually, the Company shall recalculate the Required Funding as of December 31 of the preceding year and, if the assets of the trust are less than the sum of the Required Funding, the Company shall make a contribution to the Trust in an amount equal to no less than 100% of the Required Funding. (h) Upon a Change of in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of in Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of in Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) On Janaury 15, 2003, the Sponsor and the Delaware Trustee established the Trust"), and such Trust Agreement, is hereby amended and restated in its entirety. The Trust is intended shall be known as GMAC Education Loan Funding Trust-I. Simultaneously with the execution hereof, the Sponsor shall make a contribution to be a Grantor the Trust as the Sponsor's contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Loan Sale Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute (for which the Delaware Trustee has filed a certificate of trust with the Secretary of State of the State of Delaware pursuant to be heldSection 3810(a) of the Delaware Statutory Trust Act in substantially the form attached to the Initial Trust Agreement), administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law construed in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurredaccordance with such intent. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2005-4." Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Sponsor and the Delaware Trustee hereby establish a Delaware business trust pursuant to the Trust is intended Statute to be known as ["Nelnet Student Loan Trust - __."] Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of Loan Purchase Agreements and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a business trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholders, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a the Grantor for the purposes of the Trust. (c) The Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one hundred dollars and Zero Cents zero cents ($1,000.00100.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any additions thereto and earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Participants, Beneficiaries and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of in Control, as defined herein, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control, as defined herein, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Potential Change in Control occurred. (h) In the event a Change in Control, as defined herein, does not occur within one year of a Potential Change in Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust pursuant to Section 1(g). (i) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100 percent but no more than 120 percent of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change in Control occurred. The Company shall also fund an expense reserve Expense Reserve for the Trustee in Trustee, and other service providers, which shall be equal to the amount of $225,000.00estimated to be sufficient to pay all fees and expenses that may thereafter become due.

Establishment of the Trust. (a) The Trust is intended Corporation hereby conveys, sets over, assigns and delivers the CBI Shares to be a Grantor Trustthe Trustees and their successors, of which and the Company is Trustees agree to accept and hold the Grantor, within same in trust for the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A benefit of the Internal Revenue Code of 1986Stockholder-Beneficiaries, as amendedtheir successors and permitted assigns, and either (at the sole discretion of the Trustees) (i) to distribute the CBI Shares to the Stockholder-Beneficiaries, or (ii) to sell the CBI Shares in one or more public or private sales and distribute the proceeds of such sale or sales to the Stockholder-Beneficiaries, or (iii) a combination of (i) above and (ii) above; in each case at such date or dates, but in any event not later than the Final Distribution Date, as, in the sole judgment and discretion of the Trustees, shall be construed accordingly. advantageous to the Stockholder-Beneficiaries, provided that the Trustees shall have no personal liability for making or failing to make such a distribution or sale, all subject to the terms of this Agreement (b) the "CBI Distribution Trust" or "Trust"). The Company shall Corporation hereby agrees to pay such expenses as may reasonably be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of incurred by the Trustee as provided Trustees in this Trust Agreement. (e) The principal connection with administration of the Trust, as and when such expenses are actually incurred. In the course of its liquidation, the Corporation shall use all reasonable efforts to set aside and withhold from any earnings thereon shall be held separate and apart from other funds distributions sufficient assets to pay such expenses. Notwithstanding the foregoing, the directors of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries Corporation shall have no preferred claim onpersonal liability for any failure of the Corporation to pay or provide for the payment of such expenses. It is the intention of the parties hereto that, for purposes of federal income taxes, any applicable state or local income or franchise taxes, and any other applicable taxes imposed upon, measured by, or based upon gross or net income (collectively, "Relevant Taxes"), the Trust shall be treated as a liquidating trust that is classified as a grantor trust, or failing that, in any beneficial ownership interest in, any assets event as other than an an association or publicly traded partnership taxable as a corporation. The terms of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject interpreted to the claims further this intention of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) hereinparties. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Company hereby deposits with the Trustee in trust $1,105,139 which, together with subsequent contributions in cash or in securities and earnings thereon, shall constitute the corpus of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) Company contributions or deposits to the trust may be made in the form of cash or other property including the common stock, par value $0.01 per share, of the Company (“Company Stock”) (c) The Trust hereby established is revocable by the Company. It shall become irrevocable automatically upon the occurrence of a Change of Control of the Company. Prior to a Change of Control, the Company may revoke this Trust by written notice to the Trustee, whereupon the Trust shall be immediately terminated and all assets distributed to the Company and applicable Subsidiaries. (d) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is and any applicable Subsidiaries are the Grantorgrantors, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and the Subsidiaries and shall be used exclusively for the uses and purposes of Participants Participants, the payment of the expenses, costs or Company taxes relating to the administration of the Trust or the payment of benefits therefrom, and general creditors as herein set forth. Amounts contributed to the Trust by the Company and any Subsidiary shall at all times be held and maintained as separate trusts hereunder and accounted for by the Trustee separately. Participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plans and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company or any participating Subsidiary, as the case may be, under federal Federal and state law in the event the Company or a Subsidiary is Insolvent, as defined in Section 3(a) herein. (f) The CompanyCompany and its Subsidiaries, in its their sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall not have any right to compel additional deposits. (g) Upon a Change of Control, as defined herein, the Company and any participating Subsidiary shall, as soon as possiblepracticable, but in no event longer later than thirty (30) days following the occurrence effective date of a the Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no not less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary liabilities of the benefits to which Participants or their Beneficiaries would Plans. Such liabilities shall be entitled determined pursuant to an actuarial funding method which is actuarially sound and which uses the terms average of the Arrangements as of 30-year Treasury bond yield rate for the date on month preceding the month in which the such Change of Control occurred. The , and the applicable mortality table as set forth in Code Section 417(e). (h) Within 30 days following the end of each Plan year ending after the Trust has become irrevocable pursuant to Section 1(c) hereof, the Compensation Committee of the Company’s Board of Directors (or its successor) shall cause the Company shall also fund an expense reserve for and any participating Subsidiary to irrevocably deposit cash or other property with the Trustee in an amount, when added to the amount assets then held in the Trust, to satisfy all liabilities of $225,000.00the Plans, as of the close of such Plan years.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Subject to Section 5(b), the Trust hereby established shall be irrevocableis irrevocable by the Company. (d) The Company hereby deposits with agrees that the assets held in the Trust by Chase for the Arrangements shall be transferred to the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) On before September 15 of each year (the “Funding Date”), the Company shall make an irrevocable contribution to the Trust in an amount determined by the Company, provided, however, that such contribution must be sufficient, when aggregated with the other assets of the Trust, to cause the value of the Trust Fund following such contribution to be no less than the amount required to fully fund one-hundred percent (100 %), of the amount necessary to fund all benefits to which Participants and their Beneficiaries are entitled pursuant to the terms of the Arrangements (the “Required Funding Amount”), but no more than one-hundred and twenty percent (120%) of such amount as determined by the Trustee. The CompanyTrustee, in its sole discretion, may at any timeshall make the determination of the Required Funding Amount, or from time to time, make additional deposits of cash or other property acceptable to and in making this determination the Trustee in shall determine the Trust amount of defined benefit obligations under the Arrangements as of January 1 of the prior calendar year, and as to augment all defined contribution and deferred compensation obligations, the principal amount shall be determined as of the end of the month immediately preceding the Funding Date Such contributed amounts to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior At any time during the calendar year that the Company supplies the Trustee with updated benefit data the Trustee shall determine whether additional contributions are required to fully satisfy all Company benefit obligations under the Arrangements in respect of such updated information. In making the determinations of required Company contributions in this paragraph (f) prior to a Change of Control, neither the Trustee nor shall rely on the determinations of the Company or any third parties engaged by the Company to make such funding determinations, subject to the following: (1) for individual deferred compensation account balances and defined contribution obligations, the third party recordkeeper’s data shall be presumed correct unless demonstrated by clear and convincing evidence to be in error; (2) for defined benefit obligations, the actuarial assumptions used by such third party to calculate the funding required shall be the same as those used the actuary for the Retirement Income Plan of Xxxxxxxx Petroleum Company (the “RIP Assumptions”) to determine the funding required under ERISA for such plan, and if the third party uses different actuarial assumptions, then the Trustee shall engage an actuary to determine such amounts using the RIP Assumptions; provided, however that if in the Trustee’s sole and absolute discretion, it determines that the RIP Assumptions are unreasonable in any manner for the proper determination of such funding obligations, then the Trustee may, upon written notice to the Company, have such funding amount determined by an actuary of its own choosing using actuarial assumptions determined by the Trustee, in its sole and absolute discretion, to be reasonable; and (3) for any additional funding required by a determination of the Trustee of additional benefits due to a Participant or Beneficiary pursuant to an appeal to the Trustee under Section 2(a) of this Trust Agreement, the Trustee’s determination of any required additional funding shall have any right control. The Company shall contribute (or cause to compel additional depositsbe contributed) to the Trust such Required Funding Amount contributions as determined by the Trustee on or before the later of the Funding Date or the date which is thirty (30) days following receipt of written request for such amount by the Trustee. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% one-hundred percent (100 %) but no more than one-hundred and twenty (120% %) of the Required Funding Amount, together with the amount of the Expense Account as established by the Trustee pursuant to Section 1(h). The determination of such Required Funding Amount and the Expense Account to be contributed after a Change of Control shall be determined by the Trustee in the same manner as the determination of such amount required under paragraph (f) of this Section 1, and such amounts shall be communicated to the Company by the Trustee in writing. (h) The Trustee may from time to time earmark funds in the Fund to be held in an Expense Account and used to pay the Trustee’s fees and Trust expenses, provided that the aggregate of all amounts credited to the Expense Account prior to a Change of Control shall not be more than $250,000, and after a Change of Control shall not be less than $250,000 nor more than two percent (2%) of the value of the Fund. To the extent that there is a balance in the Expense Account, the Trustee shall utilize such Expense Account for payment of its fees and expenses, and in the absence of such a balance, the Trustee shall seek payment from the Company. In the event that the Company shall fail or refuse to make such payment within sixty (60) days of demand, the Trustee may satisfy such obligations out of the assets of the Trust. If after a Change of Control the Trustee satisfies obligations out of the assets of the Trust, the Company shall immediately upon demand by the Trustee deposit into the Trust Fund a sum equal to the amount demanded by the Trustee to reimburse the Fund for such expenses. If such funds are not deposited with sixty (60) days of such demand, the Trustee may, in its discretion, commence legal action against the Company for recovery of the amount paid out of the Trust and demanded by the Trustee. (i) In its discretion, the Trustee may institute an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled make payments pursuant to the terms of the Arrangements as of Arrangements, or if the date on which Company should ever fail to contribute the Change of Control occurred. The Company shall also fund an expense reserve for amounts requested by the Trustee in the amount of $225,000.00pursuant to Sections 1(f) or 1(g).

Establishment of the Trust. The trust was formed pursuant to a Trust Agreement dated as of May 8, 2002 by and between the Delaware Trustee and the Sponsor (a) The the "Trust"), and such Trust Agreement is intended hereby amended and restated in its entirety. All action taken pursuant to be such Trust Agreement dated as of May 8, 2002, including but not limited to the execution and delivery of a Grantor power of attorney in favor of Nelnet Student Loan Funding, LLC and all action taken pursuant thereto, is hereby ratified. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a business trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, Trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, held for the benefit of [insert executive name] and shall be construed accordingly. (b) The Company Grantor shall be considered a Grantor the grantor for the purposes of the Trust. (c) The Trust hereby established Pursuant to its appointment in the Participation Agreement, Company shall be irrevocableconsidered the Administrator for purposes of this Trust and shall have the powers, rights and duties set forth herein. Company shall designate, in a written certificate furnished to Trustee, those individuals authorized by Company to give direction to Trustee on behalf of Company as Administrator. Company shall have the right to change such designations from time to time by written notice to Trustee. In taking or omitting to take any action hereunder, Trustee may rely on the latest certificate received without further inquiry or verification; provided such action or omission is within the scope of Administrator's rights hereunder. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 12), Grantor may remove Company (or its successor) and any designees as Administrator by delivering written notice of its intent to remove the Administrator to both Company and Trustee. Trustee may rely upon any notice of removal received from Grantor without further inquiry or verification, unless Company (or its successor) provides to Trustee within ten (10) days of Company's receipt of Grantor's notice of removal, written notice certifying that no Change in Control occurred. In the event Grantor removes Company as Administrator, Grantor shall be deemed to be the Administrator. (d) The Trust hereby established is irrevocable by the Grantor. Neither the Company nor any person other than the Grantor (or the Grantor's beneficiaries in the event of Grantor's death) and the Trustee (solely when acting as such) shall have any right, title or interest in the assets of the Trust Fund (as defined below). (e) Grantor hereby deposits with or transfers to the Trustee in the Trust One Thousand Dollars one dollar and Zero Cents zero cents ($1,000.001.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (ef) The principal Trustee accepts the duties and obligations as "trustee" hereunder and agrees to accept funds delivered to it on behalf of the Trust, Grantor and to hold such funds and any earnings thereon shall be held separate and apart proceeds from other the investment of such funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and in trust in accordance with this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) hereinAgreement. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish the Trust pursuant to the Trust Statute. Simultaneously with the execution hereof, the Depositor shall make a contribution to the Trust as the Depositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (aas defined in the Indenture) The Trust is intended to be a Grantor and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Regulations and (ii) iF there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of Participants and their Beneficiaries against the Companytrust required under Section 3810 ET SEQ. Any assets held by of the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Potential Change in Control or Change in Control, as defined herein (except as may otherwise be irrevocableprovided by this Trust Agreement); provided however, in the event that no Change in Control occurs within one year of a Potential Change in Control, this Trust shall again become revocable until a Potential Change in Control or Change in Control should occur. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Arrangement and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined and subject to a Subsidiary’s creditors in Section 3(a) hereinthe event of the Subsidiary’s Insolvency to the extent the Trust assets were contributed to the Trust on behalf of the Subsidiary’s employees. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the last business day immediately preceding the date of the Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of shall make a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no the Required Funding Amount as defined by this Trust less than 100% but no more than 120% any assets held by the Trust. At least each six months after the occurrence of a Change in Control, the amount necessary to pay each Participant or Beneficiary Company shall make a contribution in the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on amount, if any, by which the Change Required Funding Amount exceeds the value of Control occurred. The Company shall also fund an expense reserve for assets held by the Trustee in the amount of $225,000.00Trust.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control, as defined herein, make an irrevocable a contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Potential Change of Control occurred. The . (h) In the event a Change of Control does not occur within one year of a Potential Change of Control, the Company shall also fund an expense reserve for have the Trustee right to recover any amounts contributed to and remaining on hand in the Trust pursuant to Section 1(g). (i) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100 % but no more than 120% of $225,000.00the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred.

Establishment of the Trust. 3.1 Subject to satisfaction of the condition set out in clause 2.1 and to the provisions of clause 3.2, the Trustee hereby irrevocably declares that it holds and will hold the Dividend Access Share on trust for the DAS Beneficiary. 3.2 In the event that dividends are declared on the Dividend Access Share, the Trustee shall hold: (aA) subject to paragraphs (C) and (D) below, any and all amounts paid to it by way of dividend on the Dividend Access Share on trust for the Class B Shareholders in accordance with their respective holdings of Class B Shares (save to the extent that any Class B Shareholder has agreed to waive its right to payment of any dividend or dividends declared on the Class B Shares); (B) any and all Income on trust for the Company; (C) any and all Forfeited Dividends on trust for the Company; and (D) any and all RDS Dividend Equivalent Amounts on trust for the Company. 3.3 The Trustee undertakes that it will, in accordance with any advance directions given to it by the Company and in accordance with clause 13.2, pay: (A) the amounts paid to it by way of dividend on the Dividend Access Share to the Class B Shareholders in accordance with their respective holdings of Class B Shares (save to the extent that any Class B Shareholder has agreed to waive its right to payment of any dividend or dividends declared on the Class B Shares); (B) any Income to the Company; (C) any Forfeited Dividends to the Company; and (D) any RDS Dividend Equivalent Amounts to the Company. The Trustee further undertakes that it will carry out the Trust and administer the Trust Property subject to the terms and conditions herein set out and subject to the provisions of any applicable law. 3.4 The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, constituted in accordance with clauses 3.1 and 3.2 shall be construed accordingly. (b) The Company shall be considered a Grantor for known as the purposes of the Royal Dutch Shell Group Dividend Access Trust. (c) 3.5 The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possibleforthwith upon being requested to do so by Royal Dutch Shell, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount take all steps necessary to pay each Participant or Beneficiary redeem the benefits Dividend Access Share in accordance with the rights attaching to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00it.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Subject to Section 1(i), the Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee those assets previously held under the Original Trust Agreement attributable to the Consenting Participants, which assets are listed in Attachment B hereto (the Trust One Thousand Dollars and Zero Cents ($1,000.00“Initial Contribution”) which shall become the principal of the this Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Controlin Control (as defined in Section 15) or, if earlier, a Potential Change in Control (as defined in Section 15) (a “Triggering Event,” as such term is more fully defined in Section 15), neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) In addition to the Initial Contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action. Any such payments made by the Company may be in cash, by letter of credit or, prior to the date as of which a Triggering Event, occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine. The Company shall keep accurate books and records with respect to the interest of each Executive in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (h) Upon a Change of ControlTriggering Event, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined hereinthe Triggering Event, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding and the Expense Reserve. The Required Funding shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control Triggering Event occurred. The Expense Reserve shall be equal to the greater of: 1) the estimated trustee and record-keeper expenses and fees for one year or 2) fifty thousand dollars ($50,000). Annually, the Company shall also fund recalculate the Required Funding and the Expense Reserve as of December 31 of the preceding year and, if the assets of the trust are less than the sum of the Required Funding and the Expense Reserve, the Company shall make a contribution to the Trust in an expense reserve for amount equal to no less than 100% of the Required Funding and the Expense Reserve. (i) In the event a Change in Control does not occur within two years of a Potential Change in Control or, earlier if, within such two year period, the Chief Executive Officer of the Company determines that the Potential Change in Control no longer exists in accordance with Section 15(b), the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust pursuant to a payment made upon the occurrence of a Potential Change in Control in accordance with Section 1(h). (j) At the direction of the Company, the Trustee shall establish separate subtrusts for separate Arrangements or groups of Participants covered by the Trust. At the discretion of the Company, such subtrusts may reflect a segregation of particular assets or may reflect an undivided interest in the amount assets of $225,000.00the Trust, not requiring any segregation of assets. If a Triggering Event occurs, the Trustee shall establish a separate subtrust for all then-existing Participants in the Arrangement (or, at the written direction of either the Company or the Employee Benefit Plans Committee (the “Committee”), for each Participant in the Arrangement who is covered by the Trust). The subtrust established for all then-existing Participants upon a Triggering Event shall require segregation of particular assets. However, individual subtrusts established for each Participant may reflect an undivided interest in the assets of the subtrust for all then-existing Participants and shall not require segregation of particular assets among particular individual subtrusts. Whenever separate subtrusts are established, the then-existing assets of the Trust or affected portion thereof shall be allocated, as directed by the Committee, in proportion to the vested accrued benefits, and, then, if any assets remain, the unvested (if any) accrued benefits of the Participants affected thereby, in both instances as of the end of the month immediately preceding such allocation. With respect to any new contributions to the Trust by the Company after separate subtrusts have been established, the Company shall designate the subtrust for which such contributions are made. Except as provided in Section 5(b) herein, after separate subtrusts are established, assets allocated to one subtrust may not be utilized to provide benefits under any other subtrust until all benefits payable under such subtrust have been paid in full. Payments to general creditors in the event of the Company becoming Insolvent shall be charged against the subtrusts in proportion to their account balances, except that payment of benefits to a Participant as a general creditor shall be charged against the subtrust for that Participant. (k) Notwithstanding the foregoing provisions or any other provision of the Arrangements, no contribution shall be required or made if such contribution would violate the provisions of IRC Section 409A and any applicable authorities promulgated thereunder.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall be irrevocablebecome irrevocable upon a Change of Control, as defined herein. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) ), which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of Control, as defined herein, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control nor later than the date of an actual Change of Control, make a contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the actuarial present value of the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Potential Change of Control occurred, determined based on the actuarial assumptions set forth in Attachment II. (h) In the event a Change of Control does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust pursuant to Section 1(g). (i) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary actuarial present value of the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in an amount equal to $125,000.00, multiplied by the sum of 100% plus the aggregate percentage increase, if any, in the Consumer Price Index for All Urban Consumers, [NY, NY - Northeastern, NJ] (or any comparable successor index), published by the Bureau of Labor Statistics of the United States Department of Labor for the period. from January 1, 1998 through the December 31 immediately preceding the Change of Control. (j) In the event that, subsequent to a Change of Control, a Participant shall suffer a "Change in Control Termination" as defined in the Arrangements applicable to such Participant (after taking into account his or her employment agreement with the Company), the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of such Change in Control Termination, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the actuarial present value of the excess, if any, of the value of the benefits to which such Participant is entitled by reason of such Change in Control Termination over the value of the benefits of such Participant previously taken into account pursuant to Section 1(i). (k) For purposes of determining the amount required to be contributed to the Trust under Section 1(g), (i) or (j), the benefit to which a Participant is entitled on any date (the "Determination Date") shall be determined by reference to: (a) if such benefit is then in pay status under the Arrangements, the benefit then in pay status; (b) if such benefit is not then in pay status under the Arrangements, but would be immediately payable in the event of $225,000.00the Participant's termination of employment with the Company on the Determination Date, the benefit that would be immediately payable on such termination; and (c) if the Participant would not be entitled to immediate payment under the Arrangements in the event of his or her termination of employment with the Company on the Determination Date, the benefit to which the Participant would become entitled on termination of employment at the earliest date on which benefits could become payable to him or her under the Arrangements ("Earliest Retirement Date") multiplied by a fraction, the numerator of which is the number of completed months of his or her participation in the Arrangements as of the Determination Date, and the denominator of which is the total completed months of such participation the Participant would have if he or she retired at his or her Earliest Retirement Date. In each case, the benefit so taken into account shall include any amounts currently or potentially payable to the affected Participant's spouse or other Beneficiary pursuant to the Arrangements.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Potential Change in Control or Change in Control, as defined herein (except as may otherwise be irrevocableprovided by this Trust Agreement); provided however, in the event that no Change in Control occurs within one year of a Potential Change in Control, this Trust shall again become revocable until a Potential Change in Control or Change in Control should occur. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined and subject to a Subsidiary's creditors in Section 3(a) hereinthe event of the Subsidiary's Insolvency to the extent the Trust assets were contributed to the Trust on behalf of the Subsidiary's employees. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the last business day immediately preceding the date of the Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of shall make a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no the Required Funding Amount as defined by this Trust less than 100% but no more than 120% any assets held by the Trust. At least each six months after the occurrence of a Change in Control, the amount necessary to pay each Participant or Beneficiary Company shall make a contribution in the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on amount, if any, by which the Change Required Funding Amount exceeds the value of Control occurred. The Company shall also fund an expense reserve for assets held by the Trustee in the amount of $225,000.00Trust.

Establishment of the Trust. 1.1 The Employer hereby establishes with the Trustee a trust to accept such sums of money and other property, including amounts which are transferred from the Prior Plan's trust (a) the Trust under the Xxxxx Corporation Its Affiliates and Subsidiaries Deferred Compensation Plan), acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee (the "TRUST"). All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereinafter referred to as the ("TRUST FUND"). The Trust Fund shall be held, administered and disposed of by the Trustee in accordance with the provisions of this Trust Agreement. 1.2 It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This Trust is not intended to be subject to Part 4 of Title I of ERISA. The Employer represents that this Trust is not intended to be and is not subject to Part 4 of Title I of ERISA. 1.3 This Trust is intended to be a Grantor Trustgrantor trust, of which the Company Employer is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "CODE"), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) 1.4 The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon Fund shall be held separate and apart from other funds of the Company Employer and shall be used exclusively for the uses and purposes of Participants Trust Beneficiaries and general creditors as herein set forth. Participants and their Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Fund. Any rights created credited under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and their Trust Beneficiaries against the CompanyEmployer. Any assets held by in the Trust Fund will be subject to the claims of the Employer's general creditors of the Company under federal and state law in the event that the Company Employer is Insolvent, as defined in Section 3(a) herein8.1 hereof. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish a trust (athe “Trust”) The pursuant to the Trust is intended Statute, to be known as “Goal Capital Funding Trust [•]-[•].” Simultaneously with the execution hereof, the Depositor shall make a Grantor contribution to the Trust as the Depositor’s initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; it shall be irrevocablebecome irrevocable upon a Change in Control, as defined herein. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. In particular, no part of the Trust shall be used for any purpose other than (i) providing benefits to Participants and Beneficiaries under the Arrangements, (ii) defraying reasonable expenses of administration, and (iii) payments to creditors under Section 3, until all such payments required by this Trust Agreement have been made. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. Nothing herein shall be deemed to create a fiduciary relationship between the Participants and Beneficiaries, on the one hand, and the Trustee, Company, or Committee, on the other hand. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of in Control, as defined herein, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of in Control, as defined herein, make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements (whether or not immediately payable) as of the date on which the Potential Change in Control occurred, assuming, for purposes of such computation, the Participants were all to retire with 100% vesting as of such date. (h) In the event a Change in Control, as defined herein, does not occur within two years of a Potential Change in Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust pursuant to Section 1(g). (i) Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements (whether or not immediately payable) as of the date on which the Change of in Control occurred, assuming, for purposes of such computation, that the Participants were all to retire on that date with 100% vesting. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00125,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor the grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; and it shall be irrevocablebecome irrevocable upon a Change of Control, as defined in Section 15. (d) The Company hereby deposits with the Trustee in the Trust One Thousand _________________ Dollars and Zero Cents ($1,000.00____________) which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held in the Trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or and from time to time, make additional deposits of cash or other property property, including Company stock, acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of Control (as defined in Section 15), the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control, make an additional contribution to the Trust, if required, in an amount that is sufficient, when aggregated with the other assets of the Trust, to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay the insurance premiums required on Policies, as defined herein, purchased pursuant to the Plan, until such Policies have been fully paid, in accordance with Section 2(c) below. (h) In the event a Change of Control does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust. (i) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, Control make an irrevocable contribution to the Trust in an any additional amount that which is necessary to be sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled insurance premiums required on Policies purchased pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee Plan, until such Policies have been fully paid, in the amount of $225,000.00accordance with Section 2(c) below.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish the Trust pursuant to the Trust Statute. Simultaneously with the execution hereof, the Depositor shall make a contribution to the Trust as the Depositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (aas defined in the Indenture) The Trust is intended to be a Grantor and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of Participants and their Beneficiaries against the Companytrust required under Section 3810 et seq. Any assets held by of the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended Corporation hereby conveys, sets over, assigns and delivers the Distribution Assets to the Trustees and their successors, and the Trustees agree to accept and hold the same in trust for the benefit of the Stockholder-Beneficiaries, their successors and permitted assigns, and either (at the sole discretion of the Trustees) (i) to distribute the Distribution Assets to the Stockholder-Beneficiaries, or (ii) to sell the Distribution Assets in one or more public or private sales and distribute the proceeds of such sale or sales to the Stockholder-Beneficiaries, or (iii) a combination of (i) above and (ii) above; in each case net of the liabilities assumed by the Trustees (as hereinafter set forth) and any expenses incurred by the Trustees in connection with administration of the Trust, and in each case at such date or dates, but in any event not later than the Final Distribution Date, as, in the sole judgment and discretion of the Trustees, shall be advantageous to the Stockholder-Beneficiaries, provided that the Trustees shall have no personal liability for any such liabilities or expenses or for making or failing to make such a distribution or sale; all subject to the terms of this Agreement (the "Xxxx Liquidation Trust" or "Trust"). The Trustees further assume and agree to be a Grantor Trustresponsible for, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A on behalf of the Internal Revenue Code Trust in their capacities as Trustees, and not in their individual capacity, all liabilities and obligations of 1986the Corporation existing on the date hereof or that may arise in the future; provided, as amendedhowever, that the Trustees and the Trust do not hereby assume, and shall not be construed accordinglyresponsible for, any liabilities or obligations that (i) by reason of the dissolution of the Corporation, the passage of time or otherwise, are not or at the time asserted would not be liabilities or obligations of the Corporation, it being the intent of the parties not to increase the Trust's or Trustees' liabilities and obligations to an extent greater than would apply to the Corporation had the Corporation been liquidated and dissolved without the establishment of this Trust; or (ii) are in excess of the value of the Distribution Assets (such assumed liabilities and obligations being hereinafter referred to as the "Trust Liabilities"). (b) The Company shall be considered a Grantor It is the intention of the parties hereto that, for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be heldfederal income taxes, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trustany applicable state or local income or franchise taxes, and any earnings thereon other applicable taxes imposed upon, measured by, or based upon gross or net income (collectively, "Relevant Taxes"), the Trust shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors treated as herein set forth. Participants and their Beneficiaries shall have no preferred claim ona liquidating trust that is classified as a grantor trust, or failing that, in any beneficial ownership interest in, any assets event as other than an association or publicly traded partnership taxable as a corporation. The terms of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject interpreted to the claims further this intention of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) hereinparties. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. 1.1 The Company hereby establishes with the Trustee a trust to hold and accept such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee (a) the “Trust”). All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereinafter referred to as the (“Trust Fund”). The Trust Fund shall be held, administered and disposed of by the Trustee in accordance with the provisions of this Trust Agreement. 1.2 It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company represents that this Trust is not intended to be and is not subject to Part 4 of Title I of ERISA. 1.3 This Trust is intended to be a Grantor Trustgrantor trust, of which the Company is Participating Companies are the Grantorgrantors, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. The parties acknowledge that the Trustee shall hold all assets of all Participating Companies on a commingled basis and the Trustee shall have no ability to identify assets contributed by any particular Participating Company. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) 1.4 The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon Fund shall be held separate and apart from other funds of the Company Participating Companies and shall be used exclusively for the uses and purposes of Participants Trust Beneficiaries and general creditors as herein set forth. Participants and their Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Fund. Any rights created credited under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and their Trust Beneficiaries against the each applicable Participating Company. Any All assets held by within the Trust will Fund shall be subject to the claims of the Participating Companies’ general creditors of the Company under federal and state law in the event the that a Participating Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable 8.1 hereof. Any assets held within the Trust Fund shall not be subject to the Trustee claims of any other person’s general creditors, including without limitation, any other affiliates of the Company that may participate in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possiblePlan, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00do not hold assets through this Trust.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as Nelnet Student Loan Trust 2004-3. Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Company hereby deposits with the Trustee in trust at least ONE DOLLAR ($1.00), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Change of Control, as defined in the Plan. (c) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Plan participants and general creditors as herein set forth. Participants Plan participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants Plan participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors of the Company under federal and state law in the event the Company is Insolventof Insolvency, as defined in Section 3(a) herein. (fe) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to in trust with the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither Neither the Trustee nor any Participant Plan participant or Beneficiary beneficiary shall have any right to compel such additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2005-2." Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2005-1." Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) . The Company shall be considered a Grantor grantor for the purposes of the Trust. (c) . The Trust hereby established is revocable by the Company prior to a Change of Control as defined herein, except to the extent provided in Section 1(g) below; it shall be irrevocable. (d) become irrevocable in its entirety upon a Change of Control. The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) ), which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) . The principal of the Trust, Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) . The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither Neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits under this Section 1(f). The Company may in its discretion direct the Trustee to establish separate funds (each fund individually referred to as a "Benefit Fund") within the Trust Fund. A Benefit Fund may be established to pay out the benefits provided under the Arrangements, or, alternatively to pay out a particular type of benefit under the Arrangements, such as benefits provided under a specific plan or arrangement included among the Arrangements, or benefits provided to a specific group of Participants. Prior to a Change in Control, upon the death, disability, retirement, or termination for any reason of a Participant in respect of whom future benefits may be payable under the Arrangements, the Company shall to the extent that irrevocable funding of any benefits under the Arrangements is required pursuant to any agreement between the Company and the Participant, direct the Trustee to create within the Trust Fund or any applicable Benefit Fund a separate bookkeeping account for such Participant (each such account individually referred to as an "Individual Account"), to which the deposits required by such agreement and Section 1(i) shall be credited. The portion of the Trust Fund or any Benefit Fund, as applicable, allocable to each such Individual Account (as determined in accordance with Section 1(g)(6)) shall be irrevocable. The Company shall direct the Trustee to create, within the Trust Fund or any applicable Benefit Fund, a separate bookkeeping account for all retired SERP Participants for whom no Individual Account has been established with respect to the SERP under Section 1(g)(2) (the "Group Account"). Upon the retirement of any such Participant under the terms of the SERP, the Company shall deposit in the Trust Fund an amount sufficient to provide no less than 100% of the actuarial present value of the benefits to which the Participant is then entitled, determined based on the applicable actuarial assumptions set forth in Attachment II. As soon as practicable following the end of each calendar year, but in no event later than the March 31 next following, the Company shall deposit additional cash or other property in the Trust Fund if and to the extent such an additional deposit is necessary for the value of the net assets of the Group Account to be no less than 100% of the actuarial present value of all benefits payable to Participants within the Group Account or their Beneficiaries, determined as of the end of such calendar year, subject to such adjustment for intervening events (if any) as the Company prior to a Change of Control or the Trustee following a Change of Control shall determine to be appropriate in its discretion. The portion of the Trust Fund or any Benefit Fund, as applicable, allocable to the Group Account (as determined in accordance with Section 1(g)(6)), other than assets which have subsequently become unallocated assets in accordance with Section 1(h)(3), shall be irrevocable. Prior to a Change in Control, upon the death, disability, retirement, or termination for any reason of a Participant in respect of whom future benefits may be payable under the Arrangements other than retirement benefits under the SERP taken into account under Section 1(g)(3), the Company may in its discretion direct the Trustee to create within the Trust Fund or any applicable Benefit Fund a separate bookkeeping account for such Participant (each such account individually referred to as an "Individual Account") and make such deposits thereto as the Company determines in its discretion. The portion of the Trust Fund or any Benefit Fund, as applicable, allocable to each such Individual Account (as determined in accordance with Section 1(g)(6)) shall be revocable prior to a Change of Control except as otherwise determined by the Company in its discretion and specified in written directions to the Trustee. The share of the Trust Fund allocable to each Benefit Fund or Individual Account or the Group Account need not be separately invested from the balance of the Trust Fund, but may be so invested in whole or in part in the discretion of the Trustee or, prior to a Change of Control, at the direction of the Company. The Trustee shall credit or charge each Benefit Fund or Individual Account or Group Account established under this Section 1(g) with any deposits. , income, gains, losses, expenses and benefit disbursements properly allocable thereto and any reallocation of assets thereto or therefrom. Subject to the provisions of Section 3, the portion of the Trust Fund allocable to a specific Benefit Fund or Individual Account or the Group Account shall be used exclusively for the purpose of paying benefits of the character for which such Benefit Fund was created, or for the Participant and/or the Participant's Beneficiaries with respect to whom such Individual Account or Group Account was created, as applicable. To the extent there remains an amount credited to a Benefit Fund after the benefits with respect to which such Benefit Fund was established have been paid in full, such excess shall be reallocated to the remaining Benefit Funds, if any, as of the end of the calendar quarter in which the last payment from such Benefit Fund was made, in proportion to the respective Benefit Fund balances. If an Individual Account has been established for a Participant and/or Beneficiary on an irrevocable basis, to the extent there remains an amount credited to such Individual Account after all benefits with respect to which such Individual Account was established have been paid in full, such excess shall be held for reallocation to the remaining Individual Accounts of the Participant or Beneficiary, if any. If there are no remaining Individual Accounts for such Participant or Beneficiary, any excess shall, as the Company shall direct in its discretion prior to a Change of Control or as the Trustee shall determine following a Change of Control, be reallocated to the Group Account to the extent additional deposits are required or projected to be required within the next fifteen (g15) months under Section 1(g)(3), and/or to any Individual Account to the extent that additional deposits are required or projected to be required within the next fifteen (15) months under Section 1(i). The portion of such excess not so required or projected to be required (if any), shall be treated as unallocated assets of the Trust Fund, which may later be reallocated to any Group Account or Individual Account or, prior to a Change of Control, be returned to the Company upon its written request to the Trustee. To the extent the portion of the Group Account attributable to deposits on behalf of any Participant exceeds the benefits paid and payable to such Participant and his Beneficiary, such excess shall be retained in the Group Account except to the extent the Company determines in its discretion prior to a Change of Control, or the Trustee determines following a Change of Control, that no additional deposits are required or projected to be required under Section 1(g)(3) within the next fifteen (15) months, in which event the Company or the Trustee, as the case may be, may thereafter treat such excess as unallocated assets of the Trust Fund Any unallocated assets of the Trust Fund may later be reallocated to provide for any deposits otherwise required to the Group Account under Section 1(g)(3) or to any Individual Account under Section 1(i), or prior to a Change of Control, be returned by the Company upon its written request to the Trustee. Prior to a Change of Control, if required pursuant to any agreement between the Company and a Participant who is entitled to future benefits under the SERP, the Company shall as soon as reasonably practicable make a contribution to the Trust, or direct the transfer of assets then held in a Benefit Fund but not irrevocably allocated to any other Individual Account, for allocation to an Individual Account for the benefit of said Participant, in the amount required by such agreement or, if no such amount is specified, an amount equal to no less than 100% but no more than 120% of the actuarial present value of the retirement benefit to which the Participant or his Beneficiary is entitled upon such retirement or other applicable commencement date, determined based on the applicable actuarial assumptions set forth in Attachment II. To the extent required by any such agreement with a Participant, the Company shall, at such time or times as may be required by such agreement, contribute to the Trust or otherwise reallocate available assets of the Trust Fund to the Individual Account for such Participant in such amount (if any) as may be necessary for the balance in such Individual Account to equal no less than 100% of the actuarial present value of the remaining payments in respect of such retirement benefit. Upon a Potential Change of Control, as defined herein, the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of a Potential Change of Control nor later than the date of an actual Change of Control, make a contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the actuarial present value of the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Potential Change of Control occurred, determined based on the applicable actuarial assumptions set forth in Attachment II. In the event a Change of Control, as defined herein, does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust pursuant to Section 1(j) and not allocated to an Individual Account or Group Account that has become irrevocable pursuant to Section 1(g). Upon a Change of Control, the Company shall, as soon as possible, but in no event longer later than thirty (30) days following the occurrence of a Change of Control, as defined herein, Control make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary actuarial present value of the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred, determined based on the applicable actuarial assumptions set forth in Attachment II. The Company shall also fund an expense reserve for the Trustee in an amount equal to $125,000.00, multiplied by the sum of 100% plus the aggregate percentage increase, if any, in the Consumer Price Index for All Urban Consumers, [NY, NY - Northeastern, NJ] (or any comparable successor index), published by the Bureau of Labor Statistics of the United States Department of Labor for the period from January 1, 1998 through the December 31 immediately preceding the Change of Control. In the event that, subsequent to a Change of Control, a Participant shall suffer a "Change in Control Termination" as defined in the Arrangements applicable to such Participant (after taking into account his or her employment agreement with the Company), the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of such Change in Control Termination, make an irrevocable contribution to the Trust in such amount (if any) as may be necessary to fund the Trust in an amount equal to no less than 100% but no more than 120% of the actuarial present value of the excess, if any, of the value of the benefits to which such Participant is entitled by reason of such Change in Control Termination over the value of the benefits of such Participant previously taken into account pursuant to Section 1(l), determined based on the applicable actuarial assumptions set forth in Attachment II. For purposes of determining the amount required to be contributed to the Trust under Section 1(g), (l) or (m), the benefit to which a Participant is entitled on any date (the "Determination Date") shall be determined by reference to: (i) if such benefit is then in pay status under the applicable Arrangement, the benefit then in pay status; (ii) if such benefit is not then in pay status under the applicable Arrangement, but would be immediately payable in the event of the Participant's termination of employment with the Company on the Determination Date, or the contribution is required by reason of the Participant's Change in Control Termination, the benefit that would be immediately payable on such termination or would be payable on a deferred basis as a result of such Change in Control Termination, as the case may be; and (iii) if the Participant would not be entitled to immediate payment under the applicable Arrangement in the event of his or her termination of employment with the Company on the Determination Date (and the contribution is not required by reason of a Change in Control Termination), the benefit to which the Participant would become entitled on his or her normal retirement date, under the Arrangement multiplied by a fraction, the numerator of which is the number of completed months of his or her participation in the Arrangement as of the Determination Date, and the denominator of which is the total completed months of such participation the Participant would have if he or she retired at his or her normal retirement date. In each case, the benefit so taken into account shall include any amounts currently or potentially payable to the affected Participant's spouse or other Beneficiary pursuant to the Arrangements. Contributions required under the foregoing provisions of this Section 1 shall be made in cash or, if the Company elects in its discretion, in the form of an insurance policy or policies of the life of a Participant. In the event that the Company shall determine to contribute an insurance policy, the value of the policy to be credited against the amount of $225,000.00the Company's obligation (if any) to make such contribution shall be the cash surrender value of such policy.

Establishment of the Trust. (a) The Company hereby deposits with the Trustee in trust the sum of $10.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Plan participants and general creditors as herein set forth. Participants Plan participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants Plan participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors of the Company under federal and state law in the event the Company is Insolventof Insolvency, as defined in Section 3(a) herein. (fe) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to in trust with the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither Neither the Trustee nor any Participant Plan participant (or Beneficiary his or her beneficiary) shall have any right to compel such additional depositsdeposits except as provided below. (gf) Upon Notwithstanding the above, upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) 30 days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant Plan participant or Beneficiary beneficiary the benefits to which Participants Plan participants or their Beneficiaries beneficiaries would be entitled pursuant to the terms of the Arrangements Plan as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee may, in the amount its discretion, compel such contribution after a Change of $225,000.00Control.

Establishment of the Trust. (a) Company hereby deposits with the Trustee in trust [INSERT --------- AMOUNT DEPOSITED], which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable until such time as all liabilities with respect to Plan participants have been satisfied. (c) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Plan participants and general creditors as herein set forth. Participants Plan participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants Plan participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors of the Company under federal and and/or state law in the event the Company is Insolventof insolvency, as defined in Section 3(a) herein. (fe) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trust Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither Neither the Trustee nor any Participant Plan participant or Beneficiary beneficiary shall have any right to compel such additional deposits. . The Trustee shall have no obligation to receive property other than cash unless prior to such receipt the Trustee (gi) Upon a Change of Controlhas agreed that such property is acceptable to it and (ii) has received such information, representations or indemnities concerning such property as it deems reasonable or necessary under the Company shall, as soon as possible, but in circumstances. The Trustee shall have no event longer than thirty obligation to (30i) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution require any deposits to be made to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as Plan, (ii) compute the required amount of deposits, if any, required to be made to the Trust pursuant to the terms of the date on which Plan or (iii) determine whether amounts received by it comply with the Change terms of Control occurred. The Company the Plan. (f) In the event of any conflict between this Trust Agreement and any provision of the Plan relating to any of the Trustee's responsibilities, obligations or duties with respect to the Trust, the provisions of this Trust Agreement shall also fund an expense reserve for the Trustee in the amount of $225,000.00control.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2006-2." Simultaneously with the execution hereof, the Depositor shall make a Grantor contribution to the Trust as the Depositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for Trust is irrevocable by the purposes of the TrustCompany. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with Trustee acknowledges receipt of the life insurance policy certificates on the lives of the Participants transferred by the Prior Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) listed on Attachment A, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (d) To augment the Trust principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement, the Company, in its sole discretion, may at any time, or from time to time, make additional contributions to the Trust of cash or other property acceptable to the Trustee, including additional life insurance policy certificates. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes benefit of the Participants and Beneficiaries, to pay the expenses of the Plan and Trust, to reimburse the Company as set forth in Section 3(c) and to satisfy the general creditors of the Company as herein set forth. . (f) Notwithstanding anything to the contrary in Section 1(e), the Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be unsecured contractual rights of the Participants and their Beneficiaries against the Company. Any If the Company becomes Insolvent, as defined in Section 4(a), the assets held by of the Trust will shall be subject to the claims of the Company’s general creditors of the Company under as determined by federal and state law in the event the Company is Insolvent, as defined in Section 3(a) hereinlaw. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as Nelnet Student Loan Trust 2002-2. Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and apart from other funds of (ii) if there is more than one Certificateholder, the Company and Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. 1.1 The Company hereby establishes with the Trustee a trust to hold and accept such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee (a) the "Trust"). All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereinafter referred to as the ("Trust Fund"). The Trust Fund shall be held, administered and disposed of by the Trustee in accordance with the provisions of this Trust Agreement. 1.2 It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company represents that this Trust is not intended to be and is not subject to Part 4 of Title I of ERISA. 1.3 This Trust is intended to be a Grantor Trustgrantor trust, of which the Company is Participating Companies are the Grantorgrantors, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. The patties acknowledge that the Trustee shall hold all assets of all Participating Companies on a commingled basis and the Trustee shall have no ability to identify assets contributed by any particular Participating Company. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) 1.4 The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon Fund shall be held separate and apart from other funds of the Company Participating Companies and shall be used exclusively for the uses and purposes of Participants Trust Beneficiaries and general creditors as herein set forth. Participants and their Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Fund. Any rights created credited under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and their Trust Beneficiaries against the each applicable Participating Company. Any All assets held by within the Trust will Fund shall be subject to the claims of the Participating Companies' general creditors of the Company under federal and state law in the event the that a Participating Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable 8.1 hereof. Any assets held within the Trust Fund shall not be subject to the Trustee claims of any other person's general creditors, including without limitation, any other affiliates of the Company that may participate in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possiblePlan, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00do not hold assets through this Trust.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2006-1." Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Company hereby deposits with the Trustee in trust the assets set forth on Schedule B hereof, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants the Plan participants and their beneficiaries, and general creditors of the Company, as herein set forth. Participants Notwithstanding the foregoing, if a Plan participant forfeits all or any amount of his/her future benefits under the Plan, such amount shall be returned by the Trustee to the Company. The Plan participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants the Plan participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors of the Company under federal and state law in the event the Company is Insolventof Insolvency, as defined in Section 3(a) herein. (fe) The CompanyCompany shall, in its sole discretion, may at any time, or from time to time, time make additional deposits of cash or other property acceptable to property, including shares of the Common Stock of the Company, in trust with the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior Agreement so that the funds in the Trust are sufficient to a Change of Control, neither meet the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution Company's obligations to the Trust in an amount that is sufficient Plan participants from time to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00time.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 200_-_." Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a the Grantor for the purposes of the Trust. (c) The Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon In addition to the Initial Contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action. Any such payments made by the Company may be in cash, by letter of credit or, prior to the date as of which a Change in Control occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine. The Company shall keep accurate books and records with respect to the interest of each Executive in any Plan and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request. (h) As of the closing of a Change in Control, as defined herein, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of make a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding and Expense Reserve. The Required Funding shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of in Control occurred. The Expense Reserve shall be equal to the lesser of: 1) the estimated trustee and record-keeper expenses and fees for one year or 2) seventy-five thousand dollars ($75,000). Annually, the Company shall also fund recalculate the Required Funding and Expense Reserve as of December 31 of the preceding year and, if the assets of the trust are less than the sum of the Required Funding and Expense Reserve, the Company shall make a contribution to the Trust in an expense reserve for amount equal to no less than 100% but no more than 120% of the Trustee in the amount of $225,000.00Required Funding and Expense Reserve.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a the Grantor for the purposes of the Trust. (c) The Trust hereby established shall be is irrevocable. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars one-thousand dollars and Zero Cents zero cents ($1,000.00) which shall become the principal of the Trust Fund to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the TrustTrust Fund, and together with any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants Participants, their Beneficiaries and the general creditors of the Company as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plans and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal of the Trust Fund and to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Change of ControlIn addition to the Initial Contribution, the Company shallmay make such other contributions as may from time to time be authorized by due corporate action. Any such payments made by the Company may be in cash, by letter of credit or, prior to the date as soon of which a Change in Control occurs, in such property (including, without limitation, securities issued by the Company) as possiblethe Company may determine. The Company shall keep accurate books and records with respect to the interest of each Participant in the particular Plan (the SERP, but the Cash Balance SERP or the Deferral Election Plan) in no event longer than thirty (30) days following which he or she participates and shall provide copies of such books and records to the occurrence Trustee at any time as the Trustee may reasonably request. Immediately prior to the effective date of a Change of Control, in Control (as defined herein), the Company shall make an irrevocable a contribution to the Trust in an amount that is sufficient (taking into account the assets of the Trust Fund resulting from prior contributions and the investment earnings thereon) to fund the Trust in an amount equal to no less than one hundred percent (100% %) but no more than one hundred twenty percent (120% %) of the Required Funding and Expense Reserve. For such purpose, the Required Funding shall be equal to the aggregate of the following three amounts: (i) the amount necessary to pay each Participant or Beneficiary in the SERP the present value, determined on the basis of the actuarial assumptions, mortality rates and discount rates in effect under such Plan immediately prior to the Change in Control, of the retirement benefits to which the Participants or their Beneficiaries would be entitled had accrued under the SERP immediately prior to the Change in Control pursuant to the terms of the Arrangements SERP in effect immediately prior to the Change in Control, (ii) the amount necessary to pay each Participant or Beneficiary in the Cash Balance SERP the benefits to which those Participants and Beneficiaries would be entitled as of the date on which of the Change in Control pursuant to the terms of the Cash Balance SERP in effect immediately prior to the Change in Control, and (iii) the amount necessary to pay each Participant or Beneficiary in the Deferral Election Plan the balance credited to his or her account (whether comprised of one or more subaccounts) under the Deferral Election Plan as of the date of the Change in Control occurredin accordance with the terms of the Deferral Election Plan in effect immediately prior to the Change in Control. The Expense Reserve shall be equal to the lesser of (1) the estimated trustee and record-keeper expenses and fees for the succeeding twelve months or (2) seventy-five thousand dollars ($75,000). On or before each anniversary of the effective date of the Change in Control, the Company shall also fund recalculate the Required Funding and Expense Reserve as of December 31 of the preceding year, with such calculation as to the SERP to be based on the actuarial assumptions, mortality rates and discount rates in effect under such Plan immediately prior to the date of such calculation and with such calculation as to the Cash Balance SERP and the Deferral Election Plan to be based on the applicable interest rate in effect under each such Plan immediately prior to the date of such calculation. If the assets of the Trust Fund are less than the sum of the Required Funding and Expense Reserve so calculated, the Company shall make a contribution to the Trust in an expense reserve for amount equal to no less than one hundred percent (100%) but no more than one hundred twenty percent (120%) of the Trustee in the aggregate amount of $225,000.00the Required Funding and Expense Reserve.

Establishment of the Trust. The Depositor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2006-3" Simultaneously with the execution hereof, the Depositor shall make a Grantor contribution to the Trust as the Depositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (athe "Trust") The pursuant to the Trust is intended Statute, to be known as "Nelnet Student Loan Trust 2005-3." Simultaneously with the execution hereof, the Sponsor shall make a Grantor contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amendedpurchaser or assignee, and shall be construed accordingly. (b) The Company shall be considered a Grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee in shall record the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become amount thereof on the principal books of the Trust to be heldand the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, administered and disposed of by the Trustee as provided in that this Trust Agreement. (e) The principal Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any earnings thereon other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be held treated as a disregarded entity separate and apart from other funds its owner pursuant to ss. 301.7701-2(c)(2) of the Company Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be used exclusively for treated as a partnership, and that the uses and purposes provisions of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to Statute in connection with the claims formation of the general creditors of the Company Trust under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsStatute. (g) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee in the amount of $225,000.00.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trusttrust, of which the Company is the Grantor"grantor", within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor grantor for the purposes of the Trust. (c) The Trust hereby established shall be irrevocable. (d) The Company hereby deposits with Trustee shall accept the Trustee in assets transferred to it by the Trust One Thousand Dollars and Zero Cents ($1,000.00) prior Trustee, consisting primarily of cash and/or life insurance policies on the lives of Participants, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The CompanyWithin ninety (90) days following the end of each plan year, in its sole discretion, may at any time, or from time to time, make the Company shall irrevocably deposit additional deposits of cash or other property acceptable into the Trust in an appropriate amount sufficient to pay to each plan Participant or beneficiary the benefits accrued pursuant to the Trustee in terms of the Trust Arrangements as of the close of such plan year. Such a deposit may take the form of an assignment of all, or a percentage interest in, a promissory note evidencing a debt obligation to augment the principal to be held, administered and disposed Company from one of by the Trustee as provided in its subsidiaries (a "Subsidiary Note"). For all purposes of this Trust Agreement. Prior to , a Change of Control, neither Subsidiary Note shall be valued at the Trustee nor any Participant or Beneficiary shall have any right to compel additional depositsstated principal balance due under it. (g) Upon a Potential CNF Change in Control, as defined herein, the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of the Potential CNF Change in Control, substitute Marketable Assets for any Subsidiary Notes held by the Trust and any other property other than Marketable Assets and transfer additional Marketable Assets to the Trust so that the Trust will hold Marketable Assets in an amount that is no less than 100% but no more than 120% of the benefits accrued pursuant to the terms of the Arrangements as of the date on which the Potential CNF Change in Control occurred. For 12 months following a Potential CNF Change in Control, the Company shall have no right to substitute a Subsidiary Note for assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes. In the event a CNF Change in Control, as defined herein, does not occur within 12 months following a Potential CNF Change in Control, the Company shall have the right, after the expiration of such 12 months, to substitute one or more Subsidiary Notes for part or all of the assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes. Any Marketable Assets contributed to the Trust must be satisfactory to the Trustee in its sole and absolute discretion. (h) Upon a CNF Change in Control, the Company shall, as soon as possible, but in no event longer later than thirty (30) days following the occurrence of a the CNF Change of in Control, as defined herein, make an irrevocable contribution substitute Marketable Assets for any Subsidiary Notes held by the Trust and any other property other than Marketable Assets and transfer additional Marketable Assets to the Trust so that the Trust will hold Marketable Assets in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary sum of (A) the benefits to which Participants or their Beneficiaries would be entitled accrued pursuant to the terms of the Arrangements as of the date on which the CNF Change of in Control occurred. The Company shall also fund occurred plus (B) an expense reserve for the Trustee in the amount of $225,000.00125,000. After a CNF Change in Control described in Section 15(a)(4)(i) through (iv), the Company shall no longer have any right to substitute a Subsidiary Note for assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes. (i) Upon a Unit Change in Control, the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of such Unit Change in Control, substitute Marketable Assets for any Subsidiary Notes held by the Trust and any other property other than Marketable Assets and transfer additional Marketable Assets to the Trust so that the Trust will hold Marketable Assets in an amount that is no less than 100% but no more than 120% of the benefits accrued pursuant to the terms of the Arrangements with respect to Participants to whom such Unit Change in Control applies, as of the date on which the Unit Change in Control occurred. For 12 months following a Unit Change in Control, the Company shall have no right to substitute a Subsidiary Note for assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes if the effect of such substitution or direction would be to cause the Trust to hold Marketable Assets with a value less than the benefits accrued pursuant to the terms of the Arrangements with respect to Participants to whom such Unit Change in Control applies. The Company shall have the right, after the expiration of such 12 months, to substitute one or more Subsidiary Notes for part or all of the assets of the Trust or to direct that Trust assets be invested in Subsidiary Notes.

Establishment of the Trust. (a) The Trust is intended to be a Grantor Trustgrantor trust, of which the Company is the Grantorgrantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (b) The Company shall be considered a Grantor the grantor for the purposes of the Trust. (c) The Trust hereby established is revocable by the Company; and it shall be irrevocablebecome irrevocable upon a Change of Control, as defined in Section 15. (d) The Company hereby deposits with the Trustee in the Trust One Thousand Dollars and Zero Cents ($1,000.00) which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (e) The principal of the Trust, and any earnings thereon shall be held in the Trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements Plan and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (f) The Company, in its sole discretion, may at any time, or and from time to time, make additional deposits of cash or other property property, including Company stock, acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change of Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits. (g) Upon a Potential Change of Control (as defined in Section 15), the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Potential Change of Control, make an additional contribution to the Trust, if required, in an amount that is sufficient, when aggregated with the other assets of the Trust, to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay the insurance premiums required on Policies, as defined herein, purchased pursuant to the Plan, until such Policies have been fully paid, in accordance with Section 2(c) below. (h) In the event a Change of Control does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and remaining on hand in the Trust. (i) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change of Control, as defined herein, Control make an irrevocable contribution to the Trust in an any additional amount that which is necessary to be sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the amount necessary to pay each Participant or Beneficiary the benefits to which Participants or their Beneficiaries would be entitled insurance premiums required on Policies purchased pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred. The Company shall also fund an expense reserve for the Trustee Plan, until such Policies have been fully paid, in the amount of $225,000.00accordance with Section 2(c) below.