Tierone Corp Sample Contracts

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GUARANTEE AGREEMENT TIERONE CORPORATION Dated as of April 26, 2004
Guarantee Agreement • August 6th, 2004 • Tierone Corp • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of April 26, 2004, is executed and delivered by TierOne Corporation, a savings and loan holding company incorporated in Wisconsin (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of TierOne Capital Trust I, a Delaware statutory trust (the “Issuer”).

RECITALS --------
Supplemental Retirement Plan Agreement • April 8th, 2002 • Tierone Corp • Nebraska
AGREEMENT AND PLAN OF MERGER BY AND AMONG CAPITALSOURCE INC., CAPITALSOURCE TRS INC. AND TIERONE CORPORATION DATED AS OF MAY 17, 2007
Agreement and Plan of Merger • May 23rd, 2007 • Tierone Corp • Savings institution, federally chartered • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2007 (this “Agreement”), by and among CAPITALSOURCE INC., a Delaware corporation (“Parent”), CAPITALSOURCE TRS INC., a Delaware corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”), and TIERONE CORPORATION, a Wisconsin corporation (the “Company”).

TierOne Bank Two-year Change in Control Agreement
Control Agreement • April 8th, 2002 • Tierone Corp • Nebraska
TierOne Corporation AMENDED AND RESTATED 2003 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
Tierone Corp • March 13th, 2009 • Savings institution, federally chartered • Nebraska
TierOne Bank Three-year Change in Control Agreement
Control Agreement • April 8th, 2002 • Tierone Corp • Nebraska
AGENCY AGREEMENT
Agency Agreement • May 9th, 2002 • Tierone Corp • Blank checks • New York
TierOne corporation AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2006 • Tierone Corp • Savings institution, federally chartered • Nebraska

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2006 by and between TierOne Corporation, a business corporation organized and existing under the laws of the State of Wisconsin (the “Company”), and Gilbert G. Lundstrom (the “Executive”).

TierOne corporation AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • Tierone Corp • Savings institution, federally chartered • Nebraska

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement") is made and entered into as of December 17, 2008 by and between TierOne Corporation, a business corporation organized and existing under the laws of the State of Wisconsin (the "Company"), and Gilbert G. Lundstrom (the "Executive").

TIERONE CORPORATION COMPENSATORY STOCK OPTION AGREEMENT 2003 STOCK OPTION PLAN
Tierone Corporation Compensatory Stock Option Agreement • March 9th, 2005 • Tierone Corp • Savings institution, federally chartered

A COMPENSATORY STOCK OPTION (“Option”) to purchase a total of «number» shares of the common stock, par value $.01 per share (“Common Stock”), of TierOne Corporation, Lincoln, Nebraska (the “Corporation”) is hereby granted to «name» (the “Optionee”) pursuant to the 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.

AGREEMENT AND PLAN OF MERGER BY AND AMONG CAPITALSOURCE INC., CAPITALSOURCE TRS INC. AND TIERONE CORPORATION DATED AS OF MAY 17, 2007
Agreement and Plan of Merger • May 23rd, 2007 • Tierone Corp • Savings institution, federally chartered • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2007 (this “Agreement”), by and among CAPITALSOURCE INC., a Delaware corporation (“Parent”), CAPITALSOURCE TRS INC., a Delaware corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”), and TIERONE CORPORATION, a Wisconsin corporation (the “Company”).

TierOne BANK AMENDED AND RESTATED THREE-YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 13th, 2009 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is effective the 17th day of December 2008, among TierOne Bank, a federally-chartered savings bank (the “Bank”), TierOne Corporation, a Wisconsin corporation and the holding company of the Bank (the “Company”), and _______________(the “Executive”). The Company and the Bank are collectively referred to as the “Employers”.

BRANCH PURCHASE AGREEMENT By and Among TIERONE BANK, TIERONE CORPORATION and GREAT WESTERN BANK Dated as of September 3, 2009
Branch Purchase Agreement • September 10th, 2009 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS BRANCH PURCHASE AGREEMENT (this “Agreement”), is made this 3rd day of September, 2009, by and among GREAT WESTERN BANK, a bank chartered under the laws of the State of South Dakota (“Purchaser”), on the one hand, and TIERONE BANK, a savings association chartered under federal law (“Seller”), and TIERONE CORPORATION, a corporation formed under the laws of the State of Wisconsin (“Parent”), on the other hand.

AGREEMENT AND CONSENT TO THE APPOINTMENT OF A CONSERVATOR OR RECEIVER
Tierone Corp • June 4th, 2010 • Savings institution, federally chartered

This Agreement and Consent to the Appointment of a Conservator or Receiver (“Consent”) is made and is effective this 2nd day of June, 2010 (the “Effective Date”), by TierOne Bank (the “Savings Association”), a federally chartered stock savings bank, having its home office located in Lincoln, Nebraska, with the Office of Thrift Supervision (“OTS”), an office within the United States Department of the Treasury, having its principal executive offices located at 1700 G Street, N.W., Washington, D.C.

STOCK PURCHASE AGREEMENT AMONG TIERONE CORPORATION, UNITED NEBRASKA FINANCIAL CO. AND THE SHAREHOLDERS OF UNITED NEBRASKA FINANCIAL CO. MARCH 30, 2004
Stock Purchase Agreement • August 31st, 2004 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and effective as of March 30, 2004 among TierOne Corporation, a Wisconsin corporation (“Buyer”), United Nebraska Financial Co., a Nebraska corporation (“Company”), and the undersigned shareholders of Company (individually, a “Shareholder” and collectively, the “Shareholders”). Buyer, Company and Shareholders are sometimes referred to collectively herein as “Parties” and individually as a “Party.”

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2007 • Tierone Corp • Savings institution, federally chartered • Nebraska

First Amendment, dated as of December 14, 2006 (the “Amendment”), to the Amended and Restated Employment Agreement, dated as of July 27, 2006 (the “Agreement”), among TierOne Corporation and Gilbert J. Lundstrom (the “Executive”).

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”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2007 • Tierone Corp • Savings institution, federally chartered • Nebraska

First Amendment, dated as of December 14, 2006 (the “Amendment”), to the Amended and Restated Employment Agreement, dated as of July 27, 2006 (the “Agreement”), among TierOne Corporation and James A. Laphen (the “Executive”).

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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 INCENTIVE STOCK OPTION AGREEMENT 2003 STOCK OPTION PLAN
Tierone Corporation Incentive Stock Option Agreement 2003 Stock Option Plan • March 9th, 2005 • Tierone Corp • Savings institution, federally chartered

AN INCENTIVE STOCK OPTION (“Option”) to purchase a total of «number» shares of the common stock, par value $.01 per share (“Common Stock”), of TierOne Corporation, Lincoln, Nebraska, (the “Corporation”) is hereby granted to «name» (the “Optionee”) pursuant to the 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.

AMENDED AND RESTATED 1993 SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
1993 Supplemental Retirement Plan Agreement • August 2nd, 2006 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS AMENDED AND RESTATED 1993 SUPPLEMENTAL RETIREMENT PLAN AGREEMENT (“Agreement”) was originally made and entered into as of October 27, 1993 (the “Prior Agreement”) and is hereby amended and restated as of July 27, 2006, by and between TierOne Bank, a federally chartered savings bank with its principal office in Lincoln, Nebraska (the “Bank”), and Gilbert G. Lundstrom, (the “Executive”).

TierOne bank AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • Tierone Corp • Savings institution, federally chartered • Nebraska

This AMENDED AND RESTATED AGREEMENT is made effective as of December 17, 2008, by and between TierOne Bank (the “Bank”), a federally-chartered savings bank, with its principal administrative office at 13th and N Streets, Lincoln, Nebraska 68508, and James A. Laphen (the “Executive”).

TierOne BANK AMENDED AND RESTATED TWO-YEAR CHANGE IN CONTROL AGREEMENT
Two-Year Change in Control Agreement • March 13th, 2009 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is effective the 17th day of December 2008, among TierOne Bank, a federally-chartered savings bank (the “Bank”), TierOne Corporation, a Wisconsin corporation and the holding company of the Bank (the ACompany@), and ________________ (the “Executive”). The Company and the Bank are collectively referred to as the “Employers”.

TierOne bank AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2006 • Tierone Corp • Savings institution, federally chartered • Nebraska

This AMENDED AND RESTATED AGREEMENT is made effective as of July 27, 2006, by and between TierOne Bank (the “Bank”), a federally-chartered savings bank, with its principal administrative office at 13th and N Streets, Lincoln, Nebraska 68508, and James A. Laphen (the “Executive”).

TierOne BANK AMENDED AND RESTATED THREE-YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 2nd, 2006 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is effective the 27th day of July 2006, among TierOne Bank, a federally-chartered savings bank (the “Bank”), TierOne Corporation, a Wisconsin corporation and the holding company of the Bank (the “Company”), and (the “Executive”). The Company and the Bank are collectively referred to as the “Employers”.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 17, 2008, by and between TierOne Bank, a federally chartered savings bank with its principal office in Lincoln, Nebraska (the “Bank”), and Gilbert G. Lundstrom (the “Executive”).

AMENDMENT NO. 1 TO TRUST AGREEMENT FOR DEFERRED COMPENSATION AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS OF TIERONE CORPORATION AND TIERONE BANK
Tierone Corp • March 13th, 2009 • Savings institution, federally chartered • Nebraska

This Amendment No. 1 to the TierOne Corporation and TierOne Bank Trust Agreement (the “Trust Agreement”) by and between TierOne Corporation (the “Company”), TierOne Bank (the “Bank”) and Paul M. Schudel (the “Trustee”) is dated and is effective as of December 17, 2008. The Trust Agreement was originally effective as of July 27, 2006. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Trust Agreement.

PLAN SHARE AWARD AGREEMENT 2003 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT TIERONE CORPORATION
Plan Share Award Agreement 2003 Recognition and Retention Plan and Trust Agreement • March 9th, 2005 • Tierone Corp • Savings institution, federally chartered

THIS AGREEMENT, is made as of this «day» day of «month» «year» (hereinafter referred to as the “Date of Grant”) by and between TierOne Corporation (the “Corporation”) and «name», «an officer» or «a director» of the Corporation or a subsidiary thereof (the “Recipient”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

ASSET PURCHASE AGREEMENT By and Between FIRST INDIANA BANK, N.A. (Seller) And TIERONE BANK (Buyer) Dated as of September 15, 2004
Asset Purchase Agreement • November 9th, 2004 • Tierone Corp • Savings institution, federally chartered • Indiana

This ASSET PURCHASE AGREEMENT (this “Agreement”), made effective as of September 15, 2004, is by and between FIRST INDIANA BANK, N.A., a national banking association (the “Seller”) and TIERONE BANK, a federal savings bank (the “Buyer”).

TRUST AGREEMENT FOR DEFERRED COMPENSATION AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS OF TIERONE CORPORATION AND TIERONE BANK
Trust Agreement • August 2nd, 2006 • Tierone Corp • Savings institution, federally chartered • Nebraska

This Trust Agreement (the “Trust Agreement”) is made effective as of the 27th day of July, 2006, by and between TierOne Corporation (the “Company”), TierOne Bank (the “Bank”) and Paul M. Schudel (the “Trustee”).

TierOne bank AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2006 • Tierone Corp • Savings institution, federally chartered • Nebraska

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 27, 2006, by and between TierOne Bank, a federally chartered savings bank with its principal office in Lincoln, Nebraska (the “Association”), and Gilbert G. Lundstrom (the “Executive”).

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