0000920112-06-000025 Sample Contracts

SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of March 10, 2006 is among HEARTLAND FINANCIAL USA, INC., a Delaware corporation (the “Borrower”), each of the banks party hereto (individually, a “Bank” and collectively, the “Banks”) and THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the “Agent”).

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FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of July I8, 2005 is among HEARTLAND FINANCIAL USA, INC., a corporation formed under the laws of the State of Delaware (the "Borrower"), each of the banks party hereto (individually, a "Bank" and collectively, the "Banks") and THE NORTHERN TRUST OMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent").

Heartland Financial USA, Inc.
Performance Restricted Stock Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks

THIS PERFORMANCE RESTRICTED STOCK AGREEMENT (this “Agreement”), entered into as of the Grant Date (as defined in Section 1(b)), by and between the Participant and Heartland Financial USA, Inc., a Delaware corporation (the “Company”);

THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment") dated as of January 30, 2005 is among HEARTLAND FINANCIAL, USA, INC., a corporation formed under the laws of the State of Delaware (the "Borrower"), each of the banks party hereto (individually, a "Bank" and collectively, the "Banks") and THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent").

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of March 1, 2005 is among HEARTLAND FINANCIAL USA, INC., a corporation formed under the laws of the State of Delaware (the "Borrower"), each of the banks party hereto (individually, a "Bank" and collectively, the "Banks") and THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent").

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of March 9, 2004 is among HEARTLAND FINANCIAL USA, INC., a corporation formed under the laws of the State of Delaware (the "Borrower"), each of the banks party hereto (individually, a "Bank" and collectively, the "Banks") and THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent").

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of July 1, 2004 is among HEARTLAND FINANCIAL USA, INC., a corporation formed under the laws of the State of Delaware (the "Borrower"), each of the banks party hereto (individually, a "Bank" and collectively, the "Banks") and THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent").

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2006 • Heartland Financial Usa Inc • State commercial banks • Illinois

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as or February 28, 2006 is among HEARTLAND FINANCIAL USA, INC., a Delaware corporation (the "Borrower"), each of the banks party hereto (individually, a "Bank" and collectively, the "Banks") and THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent").

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