Exhibit 99.2

                                  NELNET, INC.
                         AMENDED SHARE RETENTION POLICY
                              (EFFECTIVE 3/29/2005)

1.  COVERED OFFICERS

        This Nelnet, Inc. Share Retention Policy applies to all of the Executive
Officers of Nelnet, Inc. ("Nelnet") as designated by the Board of Directors of
Nelnet from time to time (the "Covered Officers").

2.  SHARE RETENTION REQUIREMENTS

        No Covered Officer may sell or dispose of a number of shares of Nelnet
common stock in any calendar year in excess of one-third of the number of shares
of Nelnet common stock beneficially owned by the Covered Officer on the first
day of the calendar year. The share retention requirements under this policy
apply to Covered Officers during and following their employment by Nelnet;
provided, however, that after five years from the closing date of Nelnet's
initial public offering, Covered Officers will be free to sell or otherwise
dispose of all or any of their shares of Nelnet common stock.

3.  EXCEPTIONS

        The following exceptions apply to the Share Retention Policy set forth
above:

            (a) Transfers to family members and family-owned partnerships or
other family-owned entities will not be prohibited, so long as such transfers
are effected only for estate planning purposes and the transferee(s) agrees to
comply with this Share Retention Policy (treating the transferee(s) as the
transferring Covered Officer).

            (b) Any Covered Officer may sell or otherwise dispose of up to five
million dollars ($5,000,000) in value of shares of Nelnet common stock during
any calendar year.

            (c) All restrictions under the Share Retention Policy shall cease in
the event of the death or retirement at normal retirement age of a Covered
Officer. For this purpose normal retirement age means age 65.

                          ACKNOWLEDGEMENT AND AGREEMENT

        I hereby acknowledge that I have read and understand this Nelnet, Inc.
Share Retention Policy, and I hereby agree to be bound by such policy both
during my employment with Nelnet and following my employment, in accordance with
the terms set forth above.

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                                     Signature

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                                     Printed Name

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                                     Date