0000912057-02-004719 Sample Contracts

UNITED OF OMAHA AGREEMENT June 28, 2001
Letter Agreement • February 8th, 2002 • Lauritzen Corp • National commercial banks • Nebraska

This letter agreement ("Agreement") is an agreement for the purchase and sale of 4,160 shares of common stock (the "Shares") of First National of Nebraska, Inc. ("FNNI"). Lauritzen Corporation ("Purchaser") hereby agrees to purchase, and United of Omaha Life Insurance Company ("Seller") hereby agrees to sell, the Shares, subject to the terms and conditions set forth herein. The total purchase price ("Purchase Price") for the Shares is Ten million and no/100 dollars ($10,000,000), payable in readily available funds before December 31, 2001 or on an earlier business day as the Purchaser and Seller may mutually agree in writing ("Closing Date"). If the closing does not occur on or before December 31 2001, either party may terminate this Agreement.

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SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • February 8th, 2002 • Lauritzen Corp • National commercial banks

In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $5.00 per share, of First National of Nebraska, Inc. ("FNNI"), a Nebraska corporation, and that this agreement be included as an exhibit to such joint filings. This agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

GILTNER AGREEMENT July 26, 2001
Letter Agreement • February 8th, 2002 • Lauritzen Corp • National commercial banks • Nebraska

This letter agreement ("Agreement") is an agreement for the purchase and sale of 1,000 shares of common stock (the "Shares") of First National of Nebraska, Inc. ("FNNI"). Lauritzen Corporation ("Purchaser") hereby agrees to purchase, and Giltner Investment Partnership ("Seller") hereby agrees to sell the Shares, subject to the terms and conditions set forth herein. The total purchase price ("Purchase Price") for the Shares shall be the greater of Two million three hundred thousand and no/100 dollars ($2,300,000) or market price as defined, payable in readily available funds before December 31, 2001 or on an earlier business day as the Purchaser and Seller may mutually agree in writing ("Closing Date"). If the closing does not occur on or before December 31 2001, either party may terminate this Agreement.

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