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<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on April&nbsp;23, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-______


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">


<P align="center" style="font-size: 24pt"><B>TierOne Corporation</B>

<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>



<P align="center" style="font-size: 10pt">Wisconsin


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">
(State or Other Jurisdiction of Incorporation or Organization)</DIV>



<P align="center" style="font-size: 10pt">04-3638672


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">
(I.R.S. Employer Identification No.)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1235 N Street<BR>
Lincoln, Nebraska
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;<BR>68508</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" valign="top" align="left"><HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(Address of Principal Executive Offices)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">(Zip Code)
</TD>
</TR>


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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">TierOne Corporation 2003 Stock Option Plan


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<DIV align="center" style="font-size: 10pt">(Full Title of the Plan)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Copies to:</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Gilbert G. Lundstrom
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Philip Ross Bevan, Esq.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Chairman of the Board and Chief Executive Officer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Eric M. Marion, Esq.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">TierOne Corporation
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Elias, Matz, Tiernan &#038; Herrick L.L.P.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1235 N Street
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">734 15th Street, N.W.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Lincoln, Nebraska 68508
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Washington, D.C. 20005</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(402) 475-0521
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(202) 347-0300</TD>
</TR>


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</TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">

<DIV align="left" style="font-size: 10pt">(Name, Address and Telephone Number of Agent For Service)</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="24%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="17"><HR size="1" noshade></TD>
</TR>

<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Each</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Class of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="top">
    <TD nowrap align="center"><B>Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="17"><HR size="1" noshade></TD>
</TR>


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<TR valign="bottom">
    <TD><DIV style="margin-left:0px; text-indent:-0px">Common Stock, par
value $.01 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">1,852,750 shares (2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">17.83</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">33,034,532.50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:0px; text-indent:-0px">Common Stock, par
value $.01 per
share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">404,758 shares (3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">20.82</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,427,061.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
<TD align="left" colspan="3"><HR size="1" noshade width=45%>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">2,257,508 shares</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">41,461,594.06</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">5,253.18</TD>
    <TD nowrap>(4)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" colspan="3"><HR size="4" noshade width=53%>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


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</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">(1)&nbsp;Together with an indeterminate number of additional shares pursuant to Rule
416(a) which may be necessary to adjust the number of shares reserved for
issuance pursuant to the TierOne Corporation (&#147;Company&#148; or &#147;Registrant&#148;) 2003
Stock Option Plan (the &#147;Option Plan&#148;) as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, par value $.01
per share (&#147;Common Stock&#148;), of the Company.


<P align="left" style="font-size: 10pt">(2)&nbsp;The 1,852,750 shares represent shares of Common Stock for which options
have been granted under the Option Plan as of the date hereof but not yet
exercised. The Proposed Maximum Offering Price Per Share is equal to the
weighted average exercise price of the options and estimated solely for the
purpose of calculating the registration fee pursuant to Rule&nbsp;457(h)(1)
promulgated under the Securities Act of 1933, as amended (&#147;Securities Act&#148;).


<P align="left" style="font-size: 10pt">(3)&nbsp;The 404,758 shares represent shares of Common Stock which have been
reserved under the Option Plan for stock options not yet granted under the
Option Plan. The Proposed Maximum Offering Price Per Share is equal to the
average of the high and low prices of the Common Stock of the Company on April
20, 2004 on the Nasdaq National Market and estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) promulgated
under the Securities Act.


<P align="left" style="font-size: 10pt">(4)&nbsp;Pursuant to Rule 457(p) under the Securities Act, the full registration fee
of $5,253.18 is offset by a portion of the $57,690 filing fee paid with respect
to Registration Statement No.&nbsp;333-42197 initially filed by First Lincoln
Bancshares Inc. (&#147;First Lincoln&#148;) on December&nbsp;12, 1997 and associated with
9,777,904 unissued shares previously registered on that Registration Statement,
which were deregistered on November&nbsp;26, 2002 after the offering was terminated
and First Lincoln merged with and into the Registrant.
&nbsp;&nbsp;&nbsp;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. &#167; 230.462.


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information.*</B>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.*</B>




<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Information required by Part&nbsp;I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule&nbsp;428 under the Securities Act and the &#147;Note&#148; to Part&nbsp;I on Form S-8.</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed or to be filed with the Securities and
Exchange Commission (the &#147;Commission&#148;) are incorporated by reference in this
Registration Statement:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-K for the
fiscal year ended December&nbsp;31, 2003 (file No.&nbsp;000-50015) filed
with the Commission on March&nbsp;12, 2004, as amended on March&nbsp;24,
2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other reports filed by the Company pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), since the end of the
fiscal year covered by the Form 10-K referred to in clause (a)
above;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Common Stock of the
Company contained in Item&nbsp;1, &#147;Description of Registrant&#146;s
Securities to be Registered&#148; in the Company&#146;s Registration
Statement on Form 8-A as filed on September&nbsp;26, 2002 (File No.
000-50015); and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All documents filed by the Company pursuant to
Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable because the Company&#146;s Common Stock is registered under
Section&nbsp;12 of the Exchange Act.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable to this Registration Statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;IX of the Registrant&#146;s Bylaws provides as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.01. <U> Certain Definitions</U>. All capitalized terms used in this
Article&nbsp;IX and not otherwise hereinafter defined in this Section&nbsp;9.01 shall
have the meaning set forth in Section&nbsp;180.0850 of the Statute. The following
capitalized terms (including any plural forms thereof) used in this Article&nbsp;IX
shall be defined as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&#147;Affiliate&#148; shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Authority&#148; shall mean the entity selected by the Director or Officer
to determine his or her right to indemnification pursuant to Section&nbsp;9.04.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;Board&#148; shall mean the entire then elected and serving Board of
Directors of the Corporation, including all members thereof who are Parties to
the subject Proceeding or any related Proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;Breach of Duty&#148; shall mean the Director or Officer breached or failed
to perform his or her duties to the Corporation and his or her breach of or
failure to perform those duties is determined, in accordance with Section&nbsp;9.04,
to constitute misconduct under Section&nbsp;180.0851(2)(a) l, 2, 3 or 4 of the
Statute.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&#147;Corporation,&#148; as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this Corporation, including, without limitation,
any successor corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock
or assets of this Corporation.


<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&#147;Director or Officer&#148; shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article&nbsp;IX, it shall be conclusively
presumed that any Director or Officer serving
as a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of an Affiliate shall be so
serving at the request of the Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&#147;Disinterested Quorum&#148; shall mean a quorum of the Board who are not
Parties to the subject Proceeding or any related Proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&#147;Party&#148; shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article&nbsp;IX, the term &#147;Party&#148; shall also include any
Director or Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&#147;Proceeding&#148; shall have the meaning set forth in the Statute;
provided, that, in accordance with Section&nbsp;180.0859 of the Statute and for
purposes of this Article&nbsp;IX, the term &#147;Proceeding&#148; shall also include all
Proceedings (i)&nbsp;brought under (in whole or in part) the Securities Act of 1933,
as amended, the Exchange Act, their respective state counterparts, and/or any
rule or regulation promulgated under any of the foregoing; (ii)&nbsp;brought before
an Authority or otherwise to enforce rights hereunder; (iii)&nbsp;any appeal from a
Proceeding; and (iv)&nbsp;any Proceeding in which the Director or Officer is a
plaintiff or petitioner because he or she is a Director or Officer; provided,
however, that any such Proceeding under this subsection (iv)&nbsp;must be authorized
by a majority vote of a Disinterested Quorum.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&#147;Statute&#148; shall mean Sections&nbsp;180.0850 through 180.0859, inclusive, of
the Wisconsin Business Corporation Law, Chapter&nbsp;180 of the Wisconsin Statutes,
as the same shall then be in effect, including any amendments thereto, but, in
the case of any such amendment, only to the extent such amendment permits or
requires the Corporation to provide broader indemnification rights than the
Statute permitted or required the Corporation to provide prior to such
amendment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.02. <U> Mandatory Indemnification. </U>To the fullest extent permitted
or required by the Statute, the Corporation shall indemnify a Director or
Officer against all Liabilities incurred by or on behalf of such Director or
Officer in connection with a Proceeding in which the Director or Officer is a
Party because he or she is a Director or Officer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.03. <U> Procedural Requirements. </U>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;A Director or Officer who seeks indemnification under Section&nbsp;9.02
shall make a written request therefor to the Corporation. Subject to Section
9.03(b), within 60&nbsp;days of the Corporation&#146;s receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire
amount of Liabilities incurred by the Director or Officer in connection with
the subject Proceeding (net of any Expenses previously advanced pursuant to
Section&nbsp;9.05).


<P align="center" style="font-size: 10pt">5
</DIV>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;No indemnification shall be required to be paid by the Corporation
pursuant to Section&nbsp;9.02 if, within such 60-day period, (i)&nbsp;a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii)&nbsp;a Disinterested Quorum cannot be obtained.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In either case of nonpayment pursuant to Section&nbsp;9.03(b), the Board
shall immediately authorize by resolution that an Authority, as provided in
Section&nbsp;9.04, determine whether the Director&#146;s or Officer&#146;s conduct constituted
a Breach of Duty and, therefore, whether indemnification should be denied
hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Board does not authorize an Authority to determine the
Director&#146;s or Officer&#146;s right to indemnification hereunder within such 60-day
period and/or (ii)&nbsp;if indemnification of the requested amount of Liabilities is
paid by the Corporation, then it shall be conclusively presumed for all
purposes that a Disinterested Quorum has affirmatively determined that the
Director or Officer did not engage in misconduct constituting a Breach of Duty
and, in the case of subsection (i)&nbsp;above (but not subsection (ii)),
indemnification by the Corporation of the requested amount of Liabilities shall
be paid to the Director or Officer immediately.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.04. <U> Determination of Indemnification. </U>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;If the Board authorizes an Authority to determine a Director&#146;s or
Officer&#146;s right to indemnification pursuant to Section&nbsp;9.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;An independent legal counsel; provided, that such counsel shall be
mutually selected by such Director or Officer and by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by
a majority vote of the Board;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;A panel of three arbitrators selected from the panels of arbitrators
of the American Arbitration Association in Wisconsin; provided, that (A)&nbsp;one
arbitrator shall be selected by such Director or Officer, the second arbitrator
shall be selected by a majority vote of a Disinterested Quorum or, if a
Disinterested Quorum cannot be obtained, then by a majority vote of the Board,
and the third arbitrator shall be selected by the two previously selected
arbitrators, and (B)&nbsp;in all other respects, such panel shall be governed by the
American Arbitration Association&#146;s then existing Commercial Arbitration Rules;
or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;A court pursuant to and in accordance with Section&nbsp;180.0854 of the
Statute.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In any such determination by the selected Authority there shall exist
a rebuttable presumption that the Director&#146;s or Officer&#146;s conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption
by clear and convincing evidence shall be on the Corporation or such other
party asserting that such indemnification should not be allowed.


<P align="center" style="font-size: 10pt">6
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Authority shall make its determination within 60&nbsp;days of being
selected and shall submit a written opinion of its conclusion simultaneously to
both the Corporation and the Director or Officer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section&nbsp;9.05), including
interest thereon at a reasonable rate, as determined by the Authority, within
10&nbsp;days of receipt of the Authority&#146;s opinion; provided, that, if it is
determined by the Authority that a Director or Officer is entitled to
indemnification against Liabilities incurred in connection with some claims,
issues or matters, but not as to other claims, issues or matters, involved in
the subject Proceeding, the Corporation shall be required to pay (as set forth
above) only the amount of such requested Liabilities as the Authority shall
deem appropriate in light of all of the circumstances of such Proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The determination by the Authority that indemnification is required
hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;All Expenses incurred in the determination process under this Section
9.04 by either the Corporation or the Director or Officer, including, without
limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.05. <U> Mandatory Allowance of Expenses</U>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Corporation shall pay or reimburse from time to time or at any
time, within 10&nbsp;days after the receipt of the Director&#146;s or Officer&#146;s written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;The Director or Officer furnishes to the Corporation an executed
written certificate affirming his or her good faith belief that he or she has
not engaged in misconduct which constitutes a Breach of Duty; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The Director or Officer furnishes to the Corporation an unsecured
executed written agreement to repay any advances made under this Section&nbsp;9.05
if it is ultimately determined by an Authority that he or she is not entitled
to be indemnified by the Corporation for such Expenses pursuant to Section
9.04.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the Director or Officer must repay any previously advanced Expenses
pursuant to this Section&nbsp;9.05, such Director or Officer shall not be required
to pay interest on such amounts.


<P align="center" style="font-size: 10pt">7
</DIV>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.06. <U> Indemnification and Allowance of Expenses of Certain Others</U>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if
such director or officer incurred such Liabilities because he or she was a
Director or Officer, if such director or officer is a Party thereto because he
or she is or was a director or officer of the Affiliate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Corporation shall indemnify an employee of the Corporation who is
not a Director or Officer, to the extent he or she has been successful on the
merits or otherwise in defense of a Proceeding, for all reasonable Expenses
incurred in the Proceeding if the employee was a Party because he or she was an
employee of the Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section&nbsp;9.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her
duties as such and who is not otherwise a Director or Officer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.07. <U> Insurance</U>. The Corporation may purchase and maintain
insurance on behalf of a Director or Officer or any individual who is or was an
employee or authorized agent of the Corporation against any Liability asserted
against or incurred by such individual in his or her capacity as such or
arising from his or her status as such, regardless of whether the Corporation
is required or permitted to indemnify against any such Liability under this
Article&nbsp;IX.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.08. <U> Notice to the Corporation</U>. A Director, Officer or employee
of the Corporation shall promptly notify the Corporation in writing when he or
she has actual knowledge of a Proceeding which may result in a claim of
indemnification against Liabilities or allowance of Expenses hereunder, but the
failure to do so shall not relieve the Corporation of any liability to the
Director, Officer or employee hereunder unless the Corporation shall have been
irreparably prejudiced by such failure (as determined, in the case of Directors
or Officers only, by an Authority selected pursuant to Section&nbsp;9.04(a)).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.09. <U> Severability</U>. If any provision of this Article&nbsp;IX shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article&nbsp;IX contravene public
policy, this Article&nbsp;IX shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action or deed by or on behalf of the
Corporation, to be modified, amended and/or limited, but only to the extent
necessary to render the same valid and enforceable; it being understood that it
is the Corporation&#146;s intention to provide the Directors and Officers with the
broadest possible protection against personal liability allowable under the
Statute.


<P align="center" style="font-size: 10pt">8
</DIV>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.10. <U> Nonexclusivity of Article&nbsp;IX</U>. The rights of a Director,
Officer or employee of the Corporation (or any other person) granted under this
Article&nbsp;IX shall not be deemed exclusive of any other rights to indemnification
against Liabilities or allowance of Expenses which the Director, Officer or
employee (or such other person) may be entitled to under any written agreement,
Board resolution, vote of shareholders of the corporation or otherwise,
including, without limitation, under the Statute. Nothing contained in this
Article&nbsp;IX shall be deemed to limit the Corporation&#146;s obligations to indemnify
against Liabilities or allow Expenses to a Director, Officer or employee of the
Corporation under the Statute.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.11 <U> Contractual Nature of Article&nbsp;IX; Repeal or Limitation of Rights</U>. This Article&nbsp;IX shall be deemed to be a contract between the Corporation
and each Director, Officer and employee of the Corporation and any repeal or
other limitation of this Article&nbsp;IX or any repeal or limitation of the Statute
or any other applicable law shall not limit any rights of indemnification
against Liabilities or allowance of Expenses then existing or arising out of
events, acts or omissions occurring prior to such repeal or limitation,
including, without limitation, the right to indemnification against Liabilities
or allowance of Expenses for Proceedings commenced after such repeal or
limitation to enforce this Article&nbsp;IX with regard to acts, omissions or events
arising prior to such repeal or limitation.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item&nbsp;601 of Regulation&nbsp;S-K):

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

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    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibit</B><HR size="1" noshade></TD>
</TR>


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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.0
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Certificate*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.0
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Elias, Matz, Tiernan &#038; Herrick L.L.P. as to the legality
of the Common Stock</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.0
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">TierOne Corporation 2003 Stock Option Plan**</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Elias, Matz, Tiernan &#038; Herrick L.L.P. (contained in the opinion
included as Exhibit&nbsp;5.0)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.0
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of attorney for any subsequent amendments is located in the signature pages</TD>
</TR>


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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference from the Company&#146;s Registration Statement on Form
S-1 (Commission File No.&nbsp;333-85838) filed with the Commission on April&nbsp;8, 2002,
as amended.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">**</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference from the Company&#146;s Proxy Statement on Schedule&nbsp;14A
filed with the Commission on March&nbsp;11, 2003 (File No.&nbsp;000-50015).</TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any prospectus required by Section
10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">provided, however, that clauses (i)&nbsp;and (ii)&nbsp;do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section&nbsp;13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <U>
bona fide</U> offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant&#146;s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration


<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <U>
bona fide </U> offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;To deliver or cause to be delivered with the Prospectus, to each person
to whom the Prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the Prospectus and furnished
pursuant to and meeting the requirements of Rule&nbsp;14a-3 or Rule&nbsp;14c-3 under the
Securities Act; and, where interim financial information required to be
presented by Article&nbsp;3 of Regulation&nbsp;S-X is not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The Registrant. </I>Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Lincoln, State of Nebraska, on this
23rd day of April&nbsp;2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>TierOne Corporation</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2"><U>/s/ Gilbert G. Lundstrom</U></TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Gilbert G. Lundstrom&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" nowrap>Chairman of the Board and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Gilbert G. Lundstrom his or her
true and lawful attorney, with full power to sign for such person and in such
person&#146;s name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person&#146;s signature as it may be signed by said attorney to any
and all amendments.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="44%">&nbsp;</TD>
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</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" nowrap valign="top"><U>/s/ Gilbert G.
Lundstrom</U><BR>
Gilbert G. Lundstrom</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board and<BR>
Chief Executive Officer<BR>
(principal executive officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top"><U>/s/ James A. Laphen</U><BR>
James A. Laphen</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director, President and<BR>
Chief Operating Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top"><U>/s/ Eugene B.Witkowicz</U><BR>
Eugene B. Witkowicz</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Executive Vice President,<BR>
Chief Financial Officer and<BR>
Corporate Secretary<BR>
(principal accounting officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top"><U>/s/ Campbell R. McConnell</U><BR>
Campbell R. McConnell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>


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<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top"><U>/s/ Joyce Person
Pocras</U><BR>
Joyce Person Pocras</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top"><U>/s/ LaVern F. Roschewski</U><BR>
LaVern F. Roschewski</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director, Vice Chairman of the Board
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top"><U>/s/ Ann Lindley Spence</U><BR>
Ann Lindley Spence</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 23, 2004</TD>
</TR>


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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "w96534sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 55119}]
{"company-data": {"conformed-name": "TIERONE CORP", "cik": "0001170605", "assigned-sic": "6035", "irs-number": "043638672"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114781", "film-number": "04751449"}, "business-address": {"street1": "1235 N STREET", "city": "LINCOLN", "state": "NE", "zip": "68508", "phone": "4024750521"}, "mail-address": {"street1": "1235 N STREET", "city": "LINCOLN", "state": "NE", "zip": "68508"}}
sv8
As filed with the Securities and Exchange Commission on April 23, 2004
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TierOne Corporation
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
(State or Other Jurisdiction of Incorporation or Organization)
04-3638672
(I.R.S. Employer Identification No.)
1235 N Street
Lincoln, Nebraska
68508
(Address of Principal Executive Offices)
(Zip Code)
TierOne Corporation 2003 Stock Option Plan
(Full Title of the Plan)
Copies to:
Gilbert G. Lundstrom
Philip Ross Bevan, Esq.
Chairman of the Board and Chief Executive Officer
Eric M. Marion, Esq.
TierOne Corporation
Elias, Matz, Tiernan & Herrick L.L.P.
1235 N Street
734 15th Street, N.W.
Lincoln, Nebraska 68508
Washington, D.C. 20005
(402) 475-0521
(202) 347-0300
(Name, Address and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities
Amount
Proposed Maximum
Proposed Maximum
to be
to be
Offering Price
Aggregate
Amount of
Registered
Registered (1)
Per Share
Offering Price
Registration Fee
Common Stock, par
value $.01 per share
1,852,750 shares (2)
$
17.83
(2)
$
33,034,532.50
Common Stock, par
value $.01 per
share
404,758 shares (3)
$
20.82
(3)
$
8,427,061.56
Total
2,257,508 shares
$
41,461,594.06
$
5,253.18
(4)
(1) Together with an indeterminate number of additional shares pursuant to Rule
416(a) which may be necessary to adjust the number of shares reserved for
issuance pursuant to the TierOne Corporation ("Company" or "Registrant") 2003
Stock Option Plan (the "Option Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, par value $.01
per share ("Common Stock"), of the Company.
(2) The 1,852,750 shares represent shares of Common Stock for which options
have been granted under the Option Plan as of the date hereof but not yet
exercised. The Proposed Maximum Offering Price Per Share is equal to the
weighted average exercise price of the options and estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(h)(1)
promulgated under the Securities Act of 1933, as amended ("Securities Act").
(3) The 404,758 shares represent shares of Common Stock which have been
reserved under the Option Plan for stock options not yet granted under the
Option Plan. The Proposed Maximum Offering Price Per Share is equal to the
average of the high and low prices of the Common Stock of the Company on April
20, 2004 on the Nasdaq National Market and estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) promulgated
under the Securities Act.
(4) Pursuant to Rule 457(p) under the Securities Act, the full registration fee
of $5,253.18 is offset by a portion of the $57,690 filing fee paid with respect
to Registration Statement No. 333-42197 initially filed by First Lincoln
Bancshares Inc. ("First Lincoln") on December 12, 1997 and associated with
9,777,904 unissued shares previously registered on that Registration Statement,
which were deregistered on November 26, 2002 after the offering was terminated
and First Lincoln merged with and into the Registrant.
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. § 230.462.
2
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the "Note" to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a)
The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 (file No. 000-50015) filed
with the Commission on March 12, 2004, as amended on March 24,
2004;
(b)
All other reports filed by the Company pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the Form 10-K referred to in clause (a)
above;
(c)
The description of the Common Stock of the
Company contained in Item 1, "Description of Registrant's
Securities to be Registered" in the Company's Registration
Statement on Form 8-A as filed on September 26, 2002 (File No.
000-50015); and
(d)
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any
3
other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable because the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable to this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Article IX of the Registrant's Bylaws provides as follows:
9.01.
Certain Definitions
. All capitalized terms used in this
Article IX and not otherwise hereinafter defined in this Section 9.01 shall
have the meaning set forth in Section 180.0850 of the Statute. The following
capitalized terms (including any plural forms thereof) used in this Article IX
shall be defined as follows:
(a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.
(b) "Authority" shall mean the entity selected by the Director or Officer
to determine his or her right to indemnification pursuant to Section 9.04.
(c) "Board" shall mean the entire then elected and serving Board of
Directors of the Corporation, including all members thereof who are Parties to
the subject Proceeding or any related Proceeding.
(d) "Breach of Duty" shall mean the Director or Officer breached or failed
to perform his or her duties to the Corporation and his or her breach of or
failure to perform those duties is determined, in accordance with Section 9.04,
to constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of the
Statute.
(e) "Corporation," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this Corporation, including, without limitation,
any successor corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock
or assets of this Corporation.
4
(f) "Director or Officer" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article IX, it shall be conclusively
presumed that any Director or Officer serving
as a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of an Affiliate shall be so
serving at the request of the Corporation.
(g) "Disinterested Quorum" shall mean a quorum of the Board who are not
Parties to the subject Proceeding or any related Proceeding.
(h) "Party" shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article IX, the term "Party" shall also include any
Director or Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.
(i) "Proceeding" shall have the meaning set forth in the Statute;
provided, that, in accordance with Section 180.0859 of the Statute and for
purposes of this Article IX, the term "Proceeding" shall also include all
Proceedings (i) brought under (in whole or in part) the Securities Act of 1933,
as amended, the Exchange Act, their respective state counterparts, and/or any
rule or regulation promulgated under any of the foregoing; (ii) brought before
an Authority or otherwise to enforce rights hereunder; (iii) any appeal from a
Proceeding; and (iv) any Proceeding in which the Director or Officer is a
plaintiff or petitioner because he or she is a Director or Officer; provided,
however, that any such Proceeding under this subsection (iv) must be authorized
by a majority vote of a Disinterested Quorum.
(j) "Statute" shall mean Sections 180.0850 through 180.0859, inclusive, of
the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes,
as the same shall then be in effect, including any amendments thereto, but, in
the case of any such amendment, only to the extent such amendment permits or
requires the Corporation to provide broader indemnification rights than the
Statute permitted or required the Corporation to provide prior to such
amendment.
9.02.
Mandatory Indemnification.
To the fullest extent permitted
or required by the Statute, the Corporation shall indemnify a Director or
Officer against all Liabilities incurred by or on behalf of such Director or
Officer in connection with a Proceeding in which the Director or Officer is a
Party because he or she is a Director or Officer.
9.03.
Procedural Requirements.
(a) A Director or Officer who seeks indemnification under Section 9.02
shall make a written request therefor to the Corporation. Subject to Section
9.03(b), within 60 days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire
amount of Liabilities incurred by the Director or Officer in connection with
the subject Proceeding (net of any Expenses previously advanced pursuant to
Section 9.05).
5
(b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 9.02 if, within such 60-day period, (i) a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii) a Disinterested Quorum cannot be obtained.
(c) In either case of nonpayment pursuant to Section 9.03(b), the Board
shall immediately authorize by resolution that an Authority, as provided in
Section 9.04, determine whether the Director's or Officer's conduct constituted
a Breach of Duty and, therefore, whether indemnification should be denied
hereunder.
(d) If the Board does not authorize an Authority to determine the
Director's or Officer's right to indemnification hereunder within such 60-day
period and/or (ii) if indemnification of the requested amount of Liabilities is
paid by the Corporation, then it shall be conclusively presumed for all
purposes that a Disinterested Quorum has affirmatively determined that the
Director or Officer did not engage in misconduct constituting a Breach of Duty
and, in the case of subsection (i) above (but not subsection (ii)),
indemnification by the Corporation of the requested amount of Liabilities shall
be paid to the Director or Officer immediately.
9.04.
Determination of Indemnification.
(a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Section 9.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:
(i) An independent legal counsel; provided, that such counsel shall be
mutually selected by such Director or Officer and by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by
a majority vote of the Board;
(ii) A panel of three arbitrators selected from the panels of arbitrators
of the American Arbitration Association in Wisconsin; provided, that (A) one
arbitrator shall be selected by such Director or Officer, the second arbitrator
shall be selected by a majority vote of a Disinterested Quorum or, if a
Disinterested Quorum cannot be obtained, then by a majority vote of the Board,
and the third arbitrator shall be selected by the two previously selected
arbitrators, and (B) in all other respects, such panel shall be governed by the
American Arbitration Association's then existing Commercial Arbitration Rules;
or
(iii) A court pursuant to and in accordance with Section 180.0854 of the
Statute.
(b) In any such determination by the selected Authority there shall exist
a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption
by clear and convincing evidence shall be on the Corporation or such other
party asserting that such indemnification should not be allowed.
6
(c) The Authority shall make its determination within 60 days of being
selected and shall submit a written opinion of its conclusion simultaneously to
both the Corporation and the Director or Officer.
(d) If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section 9.05), including
interest thereon at a reasonable rate, as determined by the Authority, within
10 days of receipt of the Authority's opinion; provided, that, if it is
determined by the Authority that a Director or Officer is entitled to
indemnification against Liabilities incurred in connection with some claims,
issues or matters, but not as to other claims, issues or matters, involved in
the subject Proceeding, the Corporation shall be required to pay (as set forth
above) only the amount of such requested Liabilities as the Authority shall
deem appropriate in light of all of the circumstances of such Proceeding.
(e) The determination by the Authority that indemnification is required
hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.
(f) All Expenses incurred in the determination process under this Section
9.04 by either the Corporation or the Director or Officer, including, without
limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.
9.05.
Mandatory Allowance of Expenses
.
(a) The Corporation shall pay or reimburse from time to time or at any
time, within 10 days after the receipt of the Director's or Officer's written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:
(i) The Director or Officer furnishes to the Corporation an executed
written certificate affirming his or her good faith belief that he or she has
not engaged in misconduct which constitutes a Breach of Duty; and
(ii) The Director or Officer furnishes to the Corporation an unsecured
executed written agreement to repay any advances made under this Section 9.05
if it is ultimately determined by an Authority that he or she is not entitled
to be indemnified by the Corporation for such Expenses pursuant to Section
9.04.
(b) If the Director or Officer must repay any previously advanced Expenses
pursuant to this Section 9.05, such Director or Officer shall not be required
to pay interest on such amounts.
7
9.06.
Indemnification and Allowance of Expenses of Certain Others
.
(a) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if
such director or officer incurred such Liabilities because he or she was a
Director or Officer, if such director or officer is a Party thereto because he
or she is or was a director or officer of the Affiliate.
(b) The Corporation shall indemnify an employee of the Corporation who is
not a Director or Officer, to the extent he or she has been successful on the
merits or otherwise in defense of a Proceeding, for all reasonable Expenses
incurred in the Proceeding if the employee was a Party because he or she was an
employee of the Corporation.
(c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 9.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her
duties as such and who is not otherwise a Director or Officer.
9.07.
Insurance
. The Corporation may purchase and maintain
insurance on behalf of a Director or Officer or any individual who is or was an
employee or authorized agent of the Corporation against any Liability asserted
against or incurred by such individual in his or her capacity as such or
arising from his or her status as such, regardless of whether the Corporation
is required or permitted to indemnify against any such Liability under this
Article IX.
9.08.
Notice to the Corporation
. A Director, Officer or employee
of the Corporation shall promptly notify the Corporation in writing when he or
she has actual knowledge of a Proceeding which may result in a claim of
indemnification against Liabilities or allowance of Expenses hereunder, but the
failure to do so shall not relieve the Corporation of any liability to the
Director, Officer or employee hereunder unless the Corporation shall have been
irreparably prejudiced by such failure (as determined, in the case of Directors
or Officers only, by an Authority selected pursuant to Section 9.04(a)).
9.09.
Severability
. If any provision of this Article IX shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article IX contravene public
policy, this Article IX shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action or deed by or on behalf of the
Corporation, to be modified, amended and/or limited, but only to the extent
necessary to render the same valid and enforceable; it being understood that it
is the Corporation's intention to provide the Directors and Officers with the
broadest possible protection against personal liability allowable under the
Statute.
8
9.10.
Nonexclusivity of Article IX
. The rights of a Director,
Officer or employee of the Corporation (or any other person) granted under this
Article IX shall not be deemed exclusive of any other rights to indemnification
against Liabilities or allowance of Expenses which the Director, Officer or
employee (or such other person) may be entitled to under any written agreement,
Board resolution, vote of shareholders of the corporation or otherwise,
including, without limitation, under the Statute. Nothing contained in this
Article IX shall be deemed to limit the Corporation's obligations to indemnify
against Liabilities or allow Expenses to a Director, Officer or employee of the
Corporation under the Statute.
9.11
Contractual Nature of Article IX; Repeal or Limitation of Rights
. This Article IX shall be deemed to be a contract between the Corporation
and each Director, Officer and employee of the Corporation and any repeal or
other limitation of this Article IX or any repeal or limitation of the Statute
or any other applicable law shall not limit any rights of indemnification
against Liabilities or allowance of Expenses then existing or arising out of
events, acts or omissions occurring prior to such repeal or limitation,
including, without limitation, the right to indemnification against Liabilities
or allowance of Expenses for Proceedings commenced after such repeal or
limitation to enforce this Article IX with regard to acts, omissions or events
arising prior to such repeal or limitation.
Item 7. Exemption from Registration Claimed.
Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits.
(a) The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No.
Description of Exhibit
4.0
Common Stock Certificate*
5.0
Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality
of the Common Stock
10.0
TierOne Corporation 2003 Stock Option Plan**
23.1
Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion
included as Exhibit 5.0)
23.2
Consent of KPMG LLP
24.0
Power of attorney for any subsequent amendments is located in the signature pages
9
*
Incorporated by reference from the Company's Registration Statement on Form
S-1 (Commission File No. 333-85838) filed with the Commission on April 8, 2002,
as amended.
**
Incorporated by reference from the Company's Proxy Statement on Schedule 14A
filed with the Commission on March 11, 2003 (File No. 000-50015).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii)
to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration
10
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
5. To deliver or cause to be delivered with the Prospectus, to each person
to whom the Prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the Prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.
6. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
11
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Lincoln, State of Nebraska, on this
23rd day of April 2004.
TierOne Corporation
By:
/s/ Gilbert G. Lundstrom
Gilbert G. Lundstrom
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Gilbert G. Lundstrom his or her
true and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
Name
Title
Date
/s/ Gilbert G.
Lundstrom
Gilbert G. Lundstrom
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
April 23, 2004
/s/ James A. Laphen
James A. Laphen
Director, President and
Chief Operating Officer
April 23, 2004
/s/ Eugene B.Witkowicz
Eugene B. Witkowicz
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
(principal accounting officer)
April 23, 2004
/s/ Campbell R. McConnell
Campbell R. McConnell
Director
April 23, 2004
Name
Title
Date
/s/ Joyce Person
Pocras
Joyce Person Pocras
Director
April 23, 2004
/s/ LaVern F. Roschewski
LaVern F. Roschewski
Director, Vice Chairman of the Board
April 23, 2004
/s/ Ann Lindley Spence
Ann Lindley Spence
Director
April 23, 2004