Exhibit 10.12


    Exhibit
      10.24

    


    Heartland
      Financial USA, Inc.

    POLICY
      ON DIRECTOR FEES

    


    ADOPTED
      BY HEARTLAND BOARD OF DIRECTORS NOVEMBER 14, 2006

    


    Heartland
      Financial USA, Inc. will pay fees under the following schedule to its
      non-employee directors for each board of directors and committee meetings
      attended during the year 2007:

    


    Regular
      board meeting                    $950.00

    Committee
      meeting        $700.00

     

    The
      director acting as Chairman of the board of directors or committee meeting
      will
      be paid an additional $350.00 for the meeting chaired.

    


    Non-employee
      directors are also eligible to receive incentive stock awards under the 2005
      Long-Term Incentive Plan. Beginning in 2006, each non-employee director will
      receive 300 shares of Heartland common stock annually on December
      31.

     

    POLICY
      ON EXPENSE REIMBURSMENT FOR DIRECTORS

    


    ADOPTED
      BY HEARTLAND BOARD OF DIRECTORS JULY 20, 2004

    


    Heartland
      Financial USA, Inc. will reimburse its non-employee directors for reasonable
      expenses incurred for board of directors’ and committee meetings and for
      traveling on other Heartland business. This policy contains guidelines that
      explain the types of expenses that are reimbursable and instructions for
      requesting reimbursement. 

     

    TRANSPORTATION

    Directors
      traveling for a Heartland board of directors’ or committee meeting will be
      reimbursed at the allowable cents per mile as established by the Internal
      Revenue Service based on mileage from their home to the meeting location. If
      the
      director travels by any other means of transportation (bus, train, air),
      submission of the receipt will be required. The director will also be reimbursed
      for parking fees, tolls and/or cab fares incurred while attending Heartland
      board of directors’ and committee meetings.

    


    LODGING
      & MEALS

    Lodging
      - The
      cost
      of overnight accommodations incurred in connection with Heartland board of
      directors’ or committee meetings will be reimbursed. Submission of a hotel
      invoice or credit card slip with the hotel name stated will be required.


     

    Meals
      - All
      interim meals and restaurant gratuities incurred in the course of travel to
      the
      Heartland board of directors’ or committee meetings will be reimbursed. The meal
      reimbursement will be limited to normal and reasonable meal costs. Heartland’s
      president and CEO will make the final decision on the reasonableness of the
      meal
      costs submitted for reimbursement.

     

    Telephone
      -
      Charges for telephone calls made in conjunction with a Heartland board of
      directors’ or committee meeting may be submitted for reimbursement. A copy of
      the phone bill delineating the specific charges will be required.

     

    REIMBURSEMENT

    All
      requests for reimbursement of allowable expenses shall be submitted in writing
      to the Heartland Financial USA, Inc. Administration Department, who will process
      and submit the request to the Accounts Payable Department. Expenses submitted
      for reimbursement must be supported with detailed documentation as specified
      above.