Compensation committee charter

Organization

The Board of Directors of Nelnet, Inc. (the "Company") shall designate annually, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, a Compensation Committee comprised of three or more Directors, who may be removed and replaced by the Board of Directors in its discretion. The members of the Compensation Committee shall be (1) "independent" as determined in accordance with the rules and regulations of the New York Stock Exchange (the "NYSE"), (2) "Non-Employee Directors," as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), and (3) "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the "Code"); and shall comply with all other applicable laws, rules, regulations, and requirements. The Compensation Committee shall report regularly to the Board of Directors.

A Chairman of the Compensation Committee shall be elected annually by the Board of Directors, based upon the recommendation of the Nominating and Corporate Governance Committee.

With approval by the Board of Directors, the Compensation Committee may form and delegate authority to subcommittees when appropriate, provided that each subcommittee shall be composed entirely of Compensation Committee members and have a published committee charter.

Purpose

The purpose of the Compensation Committee is to (1) discharge the Board of Directors' responsibilities relating to compensation of the Company's executive officers and Directors, and (2) produce a Compensation Committee report on executive officer compensation for inclusion in the Company's annual proxy statement or in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"), in accordance with applicable rules and regulations.

Meetings

The Compensation Committee shall meet as often as it deems necessary or appropriate to carry out its responsibilities. Meetings of the Compensation Committee shall be called by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the Chief Executive Officer (the "CEO") of the Company. All such meetings shall be held pursuant to the Bylaws of the Company with regard to notice and waiver thereof, and written minutes of each such meeting shall be duly filed in the Company's records.

Powers and Responsibilities

The Compensation Committee shall:

1. Review, at least annually, the Company's executive compensation policies, strategies, plans, programs and practices to ensure that (a) executive officers are rewarded in a manner consistent with the Company's policies and strategies, internal equity considerations, applicable legal and regulatory requirements, such executive officers' contributions to the Company's growth and financial and operating performance, and competitive market practices within the Company's industry, and (b) the executive compensation policies, strategies, plans, programs and practices support the Company's objectives and shareholder interests.
2. Review and approve any employment agreements, severance arrangements and change of control policies and/or agreements for an executive officer, in each case as, when and if appropriate, and any special or supplemental benefits for an executive officer.
3. Review and approve corporate goals and objectives relevant to executive officer compensation (including both base salary and bonus); evaluate the performance of the Company's executive officers, including the CEO, in light of those goals and objectives; and, either as a committee or together with the other independent Directors (as directed by the Board of Directors), determine and approve the compensation levels of the CEO and other executive officers based on these evaluations and other factors that the Compensation Committee deems to be relevant, including, without limitation, competitive market practices within the Company's industry and relative total shareholder return. In determining the long-term incentive component of the CEO's compensation, the Compensation Committee shall consider the Company's performance and relative shareholder return, the nature and value of similar incentive awards to other CEOs at comparable companies, and the awards given to the CEO in past years. The Compensation Committee shall also review and approve the terms on which any executive compensation may be deferred (subject to compliance with Section 409A of the Code).
4. Make recommendations to the Board of Directors with respect to non-CEO executive officer compensation and incentive compensation and equity-based plans that are subject to approval by the Board of Directors.
5. Produce the annual report on executive compensation referred to under "Purpose" above.
6. Make recommendations to the Board of Directors with respect to the amount and manner of payment of cash compensation for non-employee members of the Board of Directors, the awards and terms thereof under any equity-based compensation plan or other program provided for such members of the Board of Directors, and the terms on which any such compensation may be deferred (subject to compliance with Section 409A of the Code).
7. Review and make recommendations to the Board of Directors with respect to the approval, amendment and termination of the Company's incentive compensation plans and any equity-based plans, subject to shareholder approval where required, and administer such plans.
8. With respect to any equity-based compensation plan of the Company, review and approve grants of equity-based compensation to individuals eligible for such grants (including grants in compliance with Rule 16b-3 promulgated under the Exchange Act to individuals who are subject to Section 16 of the Exchange Act).
9. Review and monitor the administration of the pension and retirement plans of the Company. Ensure that the plans are in comparative equity with overall benefits of the Company and are reasonable in amount, and make recommendations for any appropriate changes that are deemed necessary.
10. Review management succession plans for key executives and provide support and oversight to ensure that there is an appropriate development plan for senior leaders.
11. Conduct and present to the Board of Directors an annual performance evaluation of the Compensation Committee.

Additional Powers and Responsibilities

The Compensation Committee shall have the authority to engage and obtain advice and assistance from independent or outside legal counsel, accountants and other advisors as it deems necessary or appropriate in its sole discretion to carry out its purpose and duties, and shall have sole authority to retain and/or terminate a compensation consulting firm, including sole authority to approve the firm's fees and other retention terms. All related fees and expenses of such advisors, as approved by the Compensation Committee, shall be paid promptly by the Company in accordance with its normal business practices.

The Compensation Committee shall, on an annual basis, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval. This Charter shall be amended as appropriate to comply with all applicable requirements of the SEC and the NYSE.

The Compensation Committee shall perform such other activities as the Board of Directors may from time to time deem necessary or appropriate.

The Compensation Committee's authority and responsibilities are as set forth in this Charter. In fulfilling its responsibilities, the Compensation Committee will rely to a significant extent on information and advice provided by management, consultants, advisors and counsel. When the Compensation Committee takes an action, it shall exercise its independent judgment on the basis of such information, advice and other appropriate factors that the action is in the best interests of the Company and its shareholders.

Committee Members

Kimberly Rath
James P. Abel
Michael Reardon

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