EX-10.3










Exhibit 10.3




CONSENT




          We, the undersigned, hereby do consent to the adoption of the amendments to the “Benefit
Plans” as defined in and as described in the attached resolutions of the Board of Directors of
Heartland Financial USA, Inc. (the “Corporation”), as and to the extent, and for the period,
required by the provisions of Section 111 of the Emergency Economic Stabilization Act of 2008
(“EESA”) applicable to participants in the Capital Purchase Program under EESA and the regulation
issued by the Department of the Treasury as published in the Federal Register on October 20, 2008.




	 	 	 	 	 
	 

	 	 	 	Agreed to and acknowledged as of the
	 

	 	 	 	16th day of December, 2008:
	 
	 	 	 	 
	 

	 	 	 	/s/ Lynn B. Fuller
	 

	 	 	 	 
	 

	 	 	 	Lynn B. Fuller
	 

	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	 	 	/s/ John K. Schmidt
	 

	 	 	 	 
	 

	 	 	 	John K. Schmidt
	 

	 	 	 	Executive Vice President, Chief Operating Officer &
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	 

	 	 	 	/s/ Kenneth J. Erickson
	 

	 	 	 	 
	 

	 	 	 	Kenneth J. Erickson
	 

	 	 	 	Executive Vice President
	 
	 	 	 	 
	 

	 	 	 	/s/ Douglas J. Horstmann
	 

	 	 	 	 
	 

	 	 	 	Douglas J. Horstmann
	 

	 	 	 	Senior Vice President of Heartland
	 
	 	 	 	 
	 

	 	 	 	/s/ Edward H. Everts
	 

	 	 	 	 
	 

	 	 	 	Edward H. Everts
	 

	 	 	 	Senior Vice President of Heartland






 









 








     WHEREAS, pursuant to Section 1.2(d)(iv) of the Securities Purchase Agreement, the Corporation
is required to amend its “Benefit Plans” with respect to its “Senior Executive Officers” (as such
terms are defined in the Securities Purchase Agreement) to the extent necessary to comply with
Section 111 of EESA;





     WHEREAS, the applicable “Benefit Plans” are the plans in which any Senior Executive Officer
participates, or is eligible to participate, and the agreements to which any Senior Executive
Officer is a party, that either: (i) provide for incentive or bonus compensation based on the
achievement of performance goals tied to or affected by the Corporation’s financial results
(“Financial Performance Plans”) or (ii) provide for payments or benefits upon an “applicable
severance from employment” within the meaning of EESA (“Involuntary Separation Pay Arrangements”)..





     RESOLVED, that each Financial Performance Plan and Involuntary Separation Pay Arrangement is
hereby amended effective as of the date of entry into the Securities Purchase Agreement as follows:





     1. Compliance With Section 111 of EESA. Each Financial Performance Plan and
Involuntary Separation Pay Arrangement is hereby amended by adding the following provision
as a final section to such arrangement:




     “Compliance With Section 111 of EESA. Solely to the extent, and for
the period, required by the provisions of Section 111 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) applicable to participants in the Capital
Purchase Program under EESA and the regulation issued by the Department of the
Treasury as published in the Federal Register on October 20, 2008: (a) each “Senior
Executive Officer” within the meaning of Section 111 of EESA and the regulation
issued by the Department of the Treasury as published in the Federal Register on
October 20, 2008 who participates in this plan or is a party to this agreement
shall be ineligible to receive compensation hereunder to the extent that the
Compensation/Nominating Committee of the Board of Directors of the Corporation
determines this plan or agreement includes incentives for the Senior Executive
Officer to take unnecessary and excessive risks that threaten the value of the
financial institution; (b) each Senior Executive Officer who participates in this
plan or is a party to this agreement shall be required to forfeit any bonus or
incentive compensation paid to the Senior Executive Officer hereunder during the
period that the Department of the Treasury holds a debt or equity position in the
Corporation based on statements of earnings, gains, or other criteria that are
later proven to be materially inaccurate; and (c) the Corporation shall be
prohibited from making to each Senior Executive Officer who participates in this
plan or is a party to this agreement, and each such Senior Executive Officer shall
be ineligible to receive hereunder, any “golden parachute payment” in connection
with the Senior Executive Officer’s “applicable severance from employment,” in each
case, within the meaning of Section 111 of



 









 







EESA and the regulation issued by the Department of the Treasury as published
in the Federal Register on October 20, 2008.”



          2. Continuation of Affected Plans. Except as expressly or by necessary implication
amended hereby, each Financial Performance Plan and Involuntary Separation Pay Arrangement shall
continue in full force and effect.