Exhibit 10.26


    EIGHTH
      AMENDMENT TO CREDIT AGREEMENT AND CONSENT

     

        THIS EIGHTH AMENDMENT
      TO CREDIT AGREEMENT AND CONSENT (this "Amendment") dated as of October
      17, 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").

     

        WHEREAS, the
      Borrower, the Agent and the Banks have entered into a Credit Agreement dated
      as
      of January 31, 2004 (as heretofore amended, the "Credit Agreement");
      and

     

        WHEREAS, the
      Borrower, the Agent and the Banks wish to make certain amendments to the Credit
      Agreement;

     

        NOW, THEREFORE, for
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

        1.    Definitions. 
      Terms defined in the Credit Agreement and not otherwise defined herein shall
      have the respective meanings given to them in the Credit Agreement and terms
      defined in the introductory paragraphs or other provisions of this Amendment
      shall have the respective meanings attributed to them therein.

     

        "Effective Date"
      shall mean the date as of which the sale by the Borrower of the stock of ULTEA
      shall have been completed.

     

        2.     Consent. 
      The Banks hereby consent to the sale by the Borrower of the capital stock of
      ULTEA, notwithstanding any provisions of the Credit Agreement to the
      contrary.

     

        3.    Release. 
      Effective upon the Effective Date, the Banks hereby release ULTEA from its
      obligations under its Guaranty Agreement.

     

        4.    Amendments. 
      Effective upon the Effective Date, the Credit Agreement shall be amended as
      follows:

     

                (a)    The
      definition of
      "Guarantor" in Section 9.1 of the Credit Agreement shall be amended to state
      in
      its entirety as follows:

     

                            "Guarantor'
      shall
      mean CFC."

        

                (b)    Sections
      7.1(c) and
      (d) of the Credit Agreement shall be deleted and intentionally left blank.

     

                (c)    Section
      7.2(d) of the
      Credit Agreement shall be deleted and intentionally left blank.

     

                (d)    Section
      7.5(a)(v) and
      (viii) of the Credit Agreement shall be deleted and intentionally left
      blank.

     

                (e)    Section
      7.5(b)(iv) of
      the Credit Agreement shall be amended by the deletion of the phrase "and
      ULTEA."

     

                (f)    Section
      7.5(b)(vi) of
      the Credit Agreement shall be deleted and intentionally left blank.

     

                (g)    Section
      7.6(c) of the
      Credit Agreement shall be amended to state in its entirety as follows:

     

                        "(c)
      Invest, by way
      of loan, advance, extension of credit (whether in the form of lease, conditional
      sales agreement, or 
                  otherwise),  purchase
      of securities, capital
      contributions, or otherwise, in Subsidiaries other than banks or Subsidiary
      Banks, except 

                     
that
      in no
      event shall the Borrower's aggregate equity investment in CFC exceed 10% of
      its
      Tangible Net Worth."

     

        5.     Conditions
      to
      Effectiveness.  The occurrence of the Effective Date shall be subject
      to the delivery of the following documents satisfactory to the 

     Agent:

     

                (a)    This
      Amendment
      executed by the Borrower and the Majority Banks.

     

                (b)    Consent
      of the
      Guarantor in substantially the form attached as Exhibit A hereto.

     

                (c)    The
      certificate of
      the secretary or an assistant secretary of Borrower as to all corporate action
      taken by the Borrower authorizing this 
                   
      Amendement (including the resolutions of the Board of Directors of the Borrower
      authorizing the transactions contemplated hereby).

     

                (d)   A
      certificate of the
      secretary or assistant secretary of the Borrower naming and setting forth the
      specimen signature of each of the 

                 officers
      of the Borrower (i) who is authorized to sign on its behalf this Amendment
      and
      (ii) who is (A) an Authorized Officer or (B) 

                       who
      will,
      until replaced by another officer or officers duly authorized for that purpose,
      act as its representative for the purposes of 
                  
signing
      documents and giving notices and other communications (other than notices
      required to be given by an Authorized Officer) in 
                  
connection
      with this Agreement and the transactions contemplated hereby.

     

                (e)   Such
      other documents as the
      Agent may reasonably request.

     

        6.    Representations
      and Warranties.  The Borrower represents and warrants to the Agent and
      the Banks that:

     

                (a)   No
      Breach.  The
      execution, delivery and performance of this Amendment will not conflict with
      or
      result in a breach of, or cause the 

                      
creation
      of a Lien or require any consent under, the articles of incorporation or bylaws
      of the Borrower, or any applicable law or 

                      
      regulation, or any order, injunction or decree of any court or governmental
      authority or agency, or any agreement or instrument to 

                      
which
      the
      Borrower is a  party or by which it or its property is bound.

     

                (b)   Power
      and Action,
      Binding Effect.  The Borrower has been duly incorporated and is validly
      existing as a corporation under the 

                    laws of
      the
      State of Delaware and has all necessary power and authority to execute, deliver
      and perform its obligations under this 

                      
      Amendment and the Credit Agreement, as amended by this Amendment; the execution,
      delivery and performance by the Borrower of 

                   
the
      Amendement and the
      Credit Agreement, as amended by this Amendment, have been duly authorized by
      all
      necessary action on its 

                   
part;
      and this Amendment
      and the Credit Agreement, as amended by this Amendment, have been duly and
      validly executed and 

                      delivered
      by the Borrower and constitute legal, valid and binding obligations, enforceable
      in accordance with their respective terms.

     

                (c)    Approvals. 
      No authorizations, approvals or consents of, and no filings or registrations
      with, any governmental or regulatory authority 

                       
or
      agency or any other person are necessary for the execution or delivery by the
      Borrower of this Amendment, or the performance by 

                       
the
      Borrower of the Credit Agreement, as amended by this Amendment, or for the
      validity or enforceability thereof.

     

        7.    Successors
      and
      Assigns.  This Amendment shall be binding upon and inure to the benefit
      of the Borrower, the Agent and the Banks and their respective successors and
      assigns, except that the Borrower may not transfer or assign any of its rights
      or interest hereunder.

     

        8.    Governing
      Law.  This Amendment shall be governed by, and construed and
      interpreted in accordance wtih, the internal laws of the State of
      Ililnois.

     

        9.    Counterparts. 
      This Amendment may be executed in any number of counterparts and each party
      hereto may execute any one or more of such counterparts, all of which shall
      constitute one and the same instrument.  Delivery of an executed
      counterpart of a signature page to this Amendement by telecopy shall be as
      effective as delivery of a manually executed counterpart of this
      amendment.

     

        10.    Expenses. 
      Whether or not the effective date shall occur, without limiting the obligations
      of the Borrower under the Credit Agreement, the Borrower agrees to pay, or
      to
      reimburse on demand, all reasonable costs and expenses incurred by the Agent
      in
      connection with the negotiation, preparation, execution, delivery, modification,
      amendment or enforcement of this Amendment and the other agreements, documents
      and instruments referred to herein, including the reasonable fees and expense
      of
      Mayer, Brown, Rowe & Maw LLP, special counsel to the Agent, and any other
      counsel engaged by the Agent.

     

     

        IN
      WITNESS WHEREOF, this Amendment has been executed as of the date first above
      written.

     

     

    HEARTLAND
      FINANCIAL USA, INC

    /s/
      John K. Schmidt

    EVP,
      COO & CFO

     

    THE
      NORTHERN TRUST COMPANY

    /s/
      Lisa McDermott

    Vice
      President

     

    HARRIS
      N.A.

    /s/
      Thomas J. Wilson

    Vice
      President

     

    WELLS
      FARGO BANK, N.A.

    /s/
      Leighton D. Kor

    Vice
      President

     

    U.S.
      BANK NATIONAL ASSOCIATION

    /s/
      Noel W. Licht

    Assistant
      Vice President