ISSUING AND PAYING AGENT AGREEMENT

COMMERCIAL PAPER
ISSUING AND PAYING AGENT AGREEMENT
(BOOK-ENTRY AND OBLIGATIONS
USING DTC FACILITIES
AND PHYSICAL NOTES)


THIS AGREEMENT ("Agreement") dated as of December 29, 2006 ("Effective Date") is entered into by and between Nelnet, Inc (the "Issuer") with offices at 121 South 13th Street, Suite 201 Lincoln, NE 68508 and Deutsche Bank Trust Company Americas (the "Bank") with offices at 60 Wall St, 27th Floor, New York, NY 10005.


SECTION 1. APPOINTMENT


The Issuer requests and authorizes the Bank to act as agent for the
Issuer in connection with the issuance and payment of unsecured (a)
book-entry obligations (each an "Obligation" and collectively the
"Obligations") as evidenced by Master Note Certificate(s) (the "Note
Certificate(s)") and (b) bearer short term promissory notes of the
Issuer (each a "Note" and collectively the "Notes"), both (a) and (b) in
the forms appended hereto in Exhibit A. The Bank agrees to act as such
agent for the Issuer subject to the provisions of this Agreement
commencing on the Effective Date shown above.


Insofar as the context requires, all references herein to an Issuer's
"Obligation" shall be deemed to include the Issuer's Note, and all
references herein to an Issuer's "Obligations" or "Book-entry
Obligations" shall be deemed to include the Issuer's Notes.


SECTION 2. CERTIFICATE AGREEMENT


The Issuer acknowledges that the Bank has previously entered into a
commercial paper certificate agreement (the "Certificate Agreement")
which copy is appended hereto as Exhibit E, with the Depository Trust
Company (DTC) and the Issuer also acknowledges that the continuation in
effect of the Certificate Agreement is a necessary prerequisite to the
Bank's providing services related to issuance of the Obligations. The
Issuer understands and agrees that the Certificate Agreement shall
supplement the provisions of this Agreement and that the Issuer is bound
by the provisions of the Certificate Agreement.


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SECTION 3. LETTER OF REPRESENTATIONS; RESOLUTIONS;AUTHORIZED OFFICERS


The Issuer will, prior to the Effective Date, deliver to the Bank an
executed Letter of Representations (the "Representations"), a copy of
which is appended hereto as Exhibit F. Further, the Issuer understands
and agrees that such Representations when executed by the Issuer, the
Bank and DTC shall supplement the provisions of this Agreement and that
the Issuer, the Bank, and DTC shall be bound by the provisions of the
Representations. The Bank and the Issuer agree to comply with the
relevant portions of DTC's Commercial Paper Issuing and Paying Agent
Manual, and the DTC Same Day Settlement System Rules (collectively the
"DTC Rules").


The Issuer has delivered to the Bank (a) a certified copy of the
resolutions adopted by the Board of Directors of the Issuer concerning
the issuance of Obligations by the Issuer (the "Resolutions"), which
copy is appended hereto as Exhibit B, and (b) a certified original of
the Issuer's certificate of incumbency (the "Certificate of
Incumbency"), containing the name, title, and true signature of those
officers of the Issuer authorized by the Resolutions to take action with
respect to the Obligations (the "Authorized Officers"), which
certificate is appended hereto as Exhibit C. The Issuer agrees to
provide the Bank with revised certified Resolutions and/or Certificates
of Incumbency when and as required by changes in authorization of
personnel.


SECTION 4. AUTHORIZED PERSONS


The Issuer authorizes the Bank to accept and to execute Instructions, as
defined in and given pursuant to Section 6 hereof by any one of the
employees and/or Agents (defined as sales agents or dealers authorized
by a separate agreement between the Issuer and its sales agents or
dealers) of the Issuer who are designated in a writing that is signed by
the requisite number of Authorized Officers. Such designated employees
or Agents shall be hereinafter collectively referred to as "Authorized
Persons". The initial written designation of Authorized Person(s) is
appended hereto as Exhibit D. The Issuer agrees to provide the Bank with
revised written designations in the form of Exhibit D when and as
required by changes in authorization or personnel.


SECTION 5. NOTE CERTIFICATES


(X) Book entry Obligations:


The Issuer will, prior to the Effective Date, deliver to the Bank
a Note Certificate evidencing Obligations issued, such Note
Certificate bearing the manual or facsimile signatures of the
requisite number of Authorized Officers and specifying the date
of issuance, the full legal name of the Issuer, the name of the
state in which the Issuer is incorporated, and the name of the
Bank, acting as paying agent for the Issuer, in each case the
Note Certificate being registered in the name of Cede & Co., a
nominee of DTC.


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(Y) Physical Notes and Signature Stamps:


For use as described in Section 7 hereof, the Issuer will, prior
to the Effective Date, (a) deliver to the Bank a supply of the
Issuer's sequentially numbered, blank Notes bearing the manual or
facsimile signatures of the requisite number of Authorized
Officers and having spaces to show the face or principal amount,
payee, date of issue, maturity date and amount of interest (if an
interest bearing Note), and/or (b) authorize the Bank to use the
Bank's commercial paper universal note stock, which has spaces to
show the face or principal amount, payee, date of issue, maturity
date, amount of interest (if an interest bearing Note) and
signature(s) of the Authorized Officers. If the Issuer elects
(b), or if the Notes described in (a) do not bear such
signature(s) when delivered to the Bank, then the Issuer will
deliver to the Bank for each signature required to be placed on
the Notes two (2) stamps bearing the facsimile signature of an
Authorized Officer.


(Z) Book Entry Obligations, Physical Notes and Signature Stamps:


Any Obligation (as evidenced by the Note Certificate or Note
bearing the manual or facsimile signature of an Authorized
Officer) shall, upon the Bank's issuance of such Obligation on
behalf of the Issuer, bind the Issuer notwithstanding that such
Authorized Officer shall have died or shall have otherwise ceased
to hold office on the date such Obligation is issued by the Bank.
Furthermore, the Issuer agrees that the Bank shall have no duty
or responsibility to determine the genuineness of the facsimile
and/or manual signatures appearing on the Note Certificate(s),
Notes or stamps.


SECTION 6. INSTRUCTIONS


The term "Instructions" shall mean a communication, purporting to be
from an Authorized Officer or Authorized Person, in the form of either
(a) a written notice including those transmitted through facsimile
transmittal equipment; (b) a telephone call; and/or (c) a transmission
through an instruction and reporting communication service ("Noteline
Direct") offered by the Bank pursuant to Section 10 hereof, in each case
received by the Bank at the address specified in Section 15 prior to
1:00 p.m. New York time on the day on which the Instructions are to be
operative, which shall be a day the Bank is open for business.


If the Bank, at its option, acts upon Instructions transmitted after
1:00 p.m. New York time on the day on which the Instructions are to be
operative, the Issuer understands and agrees that (a) such Instructions
shall be acted upon, on a best efforts basis, by the Bank pursuant to
the custom and practice of the commercial paper market, and (b) the Bank
makes no representations or warranties that the issuance and delivery of
any Note or Obligation pursuant to Section 7 hereof shall be completed
prior to the close of business on the issue date specified in the
Instructions.


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Any Instructions given by telephone shall be confirmed to the Bank in a
writing purporting to be from an Authorized Officer or Authorized Person
prior to 1:00 p.m. New York time on the day on which such Instructions
are to be operative. In the absence of the Bank's timely receipt of such
written confirmation or in the event the Bank acts upon Instructions
received after 1:00 p.m. New York time on the day on which the
Instructions are to be operative, the Issuer understands and agrees that
the Instructions given by telephone or received after the aforementioned
1:00 p.m. New York time, as understood by the Bank, shall be the true
and controlling Instructions for all purposes of this Agreement.


Notwithstanding anything to the contrary in this Section 6, the Issuer
acknowledges that the Bank may act upon the Instructions without any
duty to make any inquiry regarding the genuineness of such Instructions.


SECTION 7. ISSUANCE


(X) Book Entry Obligations:


The Bank's sole duties in connection with the issuance of the
Obligations when the Issuer delivers the Note Certificate(s) to
the Bank in the form described in Section 5(X) herein, shall be
as follows:


(a) to hold Note Certificates in safekeeping;


(b) to assign to each Instruction received from the Issuer a
CUSIP number as specified in and in accordance with the
CUSIP number assignment received by the Bank from the
Issuer;


(c) to cause to deliver an Obligation on behalf of the Issuer
upon receipt of Instructions from the Issuer, or its
designated agent(s), as to the face or principal amount,
net dollar amount, date of issue, maturity date, interest
rate (if any), and amount of interest due at maturity (if
an interest bearing Obligation), by way of data entry or
data transfer to the DTC Same Day Funds Settlement System
("SDFS"), and to receive from SDFS a confirmation receipt
that such delivery was effected; and



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