0001144204-10-004555 Sample Contracts

RETIREMENT AND TRANSITION AGREEMENT
Retirement and Transition Agreement • January 29th, 2010 • Tierone Corp • Savings institution, federally chartered • Nebraska

This Retirement and Transition Agreement (the “Agreement”) is made this 28th day of January 2010, by and among Gilbert G. Lundstrom (the “Vice Chairman”), TierOne Corporation, a Wisconsin corporation (the “Company”), and its wholly owned subsidiary, TierOne Bank, a federally chartered savings bank with its principal office in Lincoln, Nebraska (the “Bank”).

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TierOne CORPORATION INCENTIVE STOCK OPTION AGREEMENT AMENDED AND RESTATED 2003 STOCK OPTION PLAN
Incentive Stock Option Agreement • January 29th, 2010 • Tierone Corp • Savings institution, federally chartered

AN INCENTIVE STOCK OPTION ("Option") to purchase a total of 300,000 shares of the common stock, par value $.01 per share ("Common Stock"), of TierOne Corporation, Lincoln, Nebraska, (the "Corporation") is hereby granted to Michael J. Falbo (the "Optionee") pursuant to the Amended and Restated 2003 Stock Option Plan ("Plan") of the Corporation. The Option granted hereby is subject to all the terms and conditions of the Plan and this Agreement. The Plan is incorporated by reference herein. Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan.

TierOne CORPORATION AND TierOne BANK EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2010 • Tierone Corp • Savings institution, federally chartered • Nebraska

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2010 by and between TierOne Corporation, a business corporation organized and existing under the laws of the State of Wisconsin (the “Company”), TierOne Bank, a federally chartered stock savings bank, and Michael J. Falbo (the “Executive”).

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