<PAGE>

                                                                   EXHIBIT 10.3a

                         CHANGE-IN-CONTROL AGREEMENT

        AGREEMENT entered into as of November 1, 2000 by and between Home
Federal Savings Bank, a federally chartered savings bank (the "Bank") and a
wholly owned subsidiary of HMN Financial, Inc., a Delaware corporation (the
"Company"), and Michael McNeil (the "Executive").

                                 WITNESSETH:
                                 -----------

        WHEREAS, the Executive is a key member of the management of the Company
and the Bank and has heretofore devoted substantial skill and effort to the
affairs of the Company and the Bank; and

        WHEREAS, it is desirable and in the best interests of the Bank and the
Company and its shareholders to continue to obtain the benefits of the
Executive's services and attention to the affairs of the Company and the Bank;
and

        WHEREAS, it is desirable and in the best interests of the Bank and the
Company and its shareholders to provide inducement for the Executive (A) to
remain in the service of the Company and the Bank in the event of any proposed
or anticipated change in control of the Company and (B) to remain in the
service of the Company and the Bank in order to facilitate an orderly
transition in the event of a change in control of the Company; and

        WHEREAS, it is desirable and in the best interests of the Bank and the
Company and its shareholders that the Executive be in a position to make
judgments and advise the Company with respect to proposed changes in control of
the Company or the Bank; and

        WHEREAS, the Executive desires to be protected in the event of certain
changes in control of the Company or the Bank; and

        WHEREAS, Executive and the Bank are currently party to a Change in
Control Severance Agreement dated April 1, 1998 (the "Prior Agreement"); and

        WHEREAS, Executive and the Bank desire to terminate the Prior
Agreement; and

        WHEREAS, for the reasons set forth above, the Bank and the Executive
desire to enter into this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the Bank and the Executive agree as
follows:


<PAGE>

    1.  EMPLOYMENT.  The Executive has concurrently herewith executed an
Employment Agreement (the "Employment Agreement") which governs the terms of
the Executive's employment, unless an Event shall be deemed to have occurred as
contemplated by Section 2.

    2.  EVENTS.  No amounts or benefits shall be payable or provided for
pursuant to this Agreement unless an Event shall occur during the Term of this
Agreement.

        (a)  For purposes of this Agreement, an "Event" shall be deemed to have
    occurred if any of the following occur:

            (i)   Any "person" (as defined in Sections 13(d) and 14(d) of the
        Securities Exchange Act of 1934, as amended, or any successor statute
        thereto (the "Exchange Act")) acquires or becomes a "beneficial owner"
        (as defined in Rule 13d-3 or any successor rule under the Exchange
        Act), directly or indirectly, of securities of the Company or the Bank
        representing 35% or more of the combined voting power of the then
        outstanding securities entitled to vote generally in the election of
        directors ("Voting Securities"), provided, however, that the following
        shall not constitute an Event pursuant to this Section 2(a)(i):

                  (A) any acquisition of beneficial ownership by the Company,
            the Bank or a subsidiary of the Company or the Bank;

                  (B) any acquisition or beneficial ownership by any employee
            benefit plan (or related trust) sponsored or maintained by the
            Company, the Bank or one or more of their subsidiaries;

                  (C) any acquisition or beneficial ownership by any
            corporation (including without limitation an acquisition in a
            transaction of the nature described in Section 2(a)(iii)) with
            respect to which, immediately following such acquisition, more than
            65%, respectively, of (x) the combined voting power of the
            Company's or the Bank's then outstanding Voting Securities and (y)
            the Company's or the Bank's then outstanding common stock (the
            "Common Stock") is then beneficially owned, directly or indirectly,
            by all or substantially all of the persons who beneficially owned
            Voting Securities and Common Stock, respectively, of the Company
            or the Bank immediately prior to such acquisition in substantially
            the same proportions as their ownership of such Voting Securities
            and Common Stock, as the case may be, immediately prior to such
            acquisition;


                                     -2-

<PAGE>


                  (D) any acquisition of Voting Securities or Common Stock
            directly from the Company or the Bank;

            (ii)  Continuing Directors shall not constitute a majority of the
        members of the Board of Directors of the Company.  For purposes of this
        Section 2(a)(ii), "Continuing Directors" shall mean:  (A) individuals
        who, on the date hereof, are directors of the Company, (B) individuals
        elected as directors of the Company subsequent to the date hereof for
        whose election proxies shall have been solicited by the Board of
        Directors of the Company or (C) any individual elected or appointed by
        the Board of Directors of the Company to fill vacancies on the Board of
        Directors of the Company caused by death or resignation (but not by
        removal) or to fill newly-created directorships, provided that a
        "Continuing Director" shall not include an individual whose initial
        assumption of office occurs as a result of an actual or threatened
        election contest with respect to the threatened election or removal of
        directors (or other actual or threatened solicitation of proxies or
        consents) by or on behalf of any person other than the Board of
        Directors of the Company;

            (iii) Consummation of a reorganization, merger or consolidation of
        the Company or the Bank or a statutory exchange of outstanding Voting
        Securities of the Company or the Bank, unless immediately following
        such reorganization, merger, consolidation or exchange, all or
        substantially all of the persons who were the beneficial owners,
        respectively, of Voting Securities and Common Stock immediately prior
        to such reorganization, merger, consolidation or exchange beneficially
        own, directly or indirectly, more than 65% of, respectively, (x) the
        combined voting power of the then outstanding voting securities
        entitled to vote generally in the election of directors and (y) the
        then outstanding shares of common stock of the corporation resulting
        from such reorganization, merger, consolidation or exchange in
        substantially the same proportions as their ownership, immediately
        prior to such reorganization, merger, consolidation or exchange, of the
        Voting Securities and Common Stock, as the case may be;

            (iv)  (x) Approval by the shareholders of the Company of a complete
        liquidation or dissolution of the Company or the Bank or (y)  approval
        by the shareholders of the Company of the sale or other disposition of
        all or substantially all of the assets of the Company or the Bank (in
        one or a series of transactions), other than to a corporation with
        respect to which, immediately following such sale or other disposition,
        more than 65% of, respectively, (1) the combined voting power of the
        then outstanding voting securities of such corporation entitled to vote
        generally in the election of directors and (2) the then outstanding
        shares of common stock of such corporation is then


                                      -3-
<PAGE>


        beneficially owned, directly or indirectly, by all or substantially
        all of the persons who were the beneficial owners, respectively, of
        the Voting Securities and Common Stock immediately prior to such sale
        or other disposition in substantially the same proportions as their
        ownership, immediately prior to such sale or other disposition, of
        the Voting Securities and Common Stock, as the case may be;

            (v)   The Company or the Bank enters into a letter of intent, an
        agreement in principle or a definitive agreement relating to an Event
        described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv) hereof
        that ultimately results in such an Event, or a tender or exchange offer
        or proxy contest is commenced which ultimately results in an Event
        described in Section 2(a)(i) or 2(a)(ii) hereof; or

            (vi)  There shall be an involuntary termination or Constructive
        Involuntary Termination of employment of the Executive, and the
        Executive reasonably demonstrates that such event (x) was requested by
        a party other than the Board of Directors of the Company or the Bank
        that had previously taken other steps reasonably calculated to result
        in an Event described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or
        2(a)(iv) hereof and which ultimately results in an Event described in
        Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv) hereof, or (y)
        otherwise arose in connection with or in anticipation of an Event
        described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv) hereof
        that ultimately occurs.

    Notwithstanding anything stated in this Section 2(a), an Event shall not be
    deemed to occur with respect to the Executive if (x) the acquisition or
    beneficial ownership of the 35% or greater interest referred to in Section
    2(a)(i) is by the Executive or by a group, acting in concert, that includes
    the Executive or (y) a majority of the then combined voting power of the
    then outstanding voting securities (or voting equity interests) of the
    surviving corporation or of any corporation (or other entity) acquiring all
    or substantially all of the assets of the Company or the Bank shall,
    immediately after a reorganization, merger, consolidation, exchange or
    disposition of assets referred to in Section 2(a)(iii) or 2(a)(iv), be
    beneficially owned, directly or indirectly, by the Executive or by a group,
    acting in concert, that includes the Executive.

        (b) For purposes of this Agreement, a "subsidiary" of the Company or
    the Bank shall mean any entity of which securities or other ownership
    interests having general voting power to elect a majority of the board of
    directors or other persons performing similar functions are at the time
    directly or indirectly owned by the Company or the Bank.

    3.  PAYMENTS AND BENEFITS.  If any Event shall occur during the Term of
this Agreement, then the Executive shall be entitled to receive from the
Company, the Bank or


                                   -4-
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either of their successors (which term as used herein shall include any
person acquiring all or substantially all of the assets of the Company or the
Bank) a cash payment and other benefits on the following basis (unless the
Executive's employment by the Company is terminated voluntarily or
involuntarily prior to the occurrence of the earliest Event to occur (the
"First Event"), in which case the Executive shall be entitled to no payment
or benefits under this Section 3):

        (a) If at the time of, or at any time after, the occurrence of the
    First Event and prior to the end of the Transition Period (as defined in
    Section 4(d)), the employment of the Executive with the Company or the Bank
    is voluntarily or involuntarily terminated for any reason (unless such
    termination is a voluntary termination by the Executive other than a
    Constructive Involuntary Termination or is on account of the death or
    Disability of the Executive or is a termination by the Company or the Bank
    for Cause), the Executive (or the Executive's legal representative, as the
    case may be),

            (i)   shall be entitled to receive from the Company, the Bank or
        either of their successors, upon such termination of employment with
        the Company, the Bank or either of their successors, a cash payment in
        an amount equal to 2.99 times the average annual base salary payable by
        the Bank and included in the gross income for Federal Income Tax
        purposes of the Executive during the shorter of the period consisting
        of the five most recently completed taxable years of the Executive
        ending before the First Event (other than an Event described in Section
        2(a)(v) or 2(a)(vi) unless the Executive is terminated prior to the
        occurrence of an Event described in Section 2(a)(i), 2(a)(ii),
        2(a)(iii) or 2(a)(iv)) or that portion of such period during which the
        Executive was employed by the Company or the Bank (for which purpose
        compensation for a partial year shall be annualized, in accordance with
        temporary or final regulations promulgated under Section 280G(d) of the
        Internal Revenue Code of 1986, as amended (the "Code"), or any
        successor provision thereto, before determining average annual
        compensation for the period, such average annual compensation to be
        determined in accordance with temporary or final regulations
        promulgated under Section 280G(d) of the Code or any successor
        provision thereto and such payment to be made to the Executive by the
        Company, the Bank or either of their successors in a lump sum at the
        time of such termination of employment; and

            (ii)  shall be entitled for two years after the termination of the
        Executive's employment with the Company or the Bank to participate in
        any health, disability and life insurance plan or program in which the
        Executive was entitled to participate immediately prior to the First
        Event as if he were an employee of the Company or the Bank during such
        two-year period (except, with respect to health insurance coverage, for
        those portions remaining during


                                       -5-
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        such two-year period that duplicate health insurance coverage that is
        in place for the Executive under any other policy provided at the
        expense of another employer); provided however, that in the event
        that the Executive's participation in any such health, disability or
        life insurance plan or program of the Company or the Bank is barred,
        the Company or the Bank, at its sole cost and expense, shall arrange
        to provide the Executive with benefits substantially similar to those
        which the Executive would be entitled to receive under such plan or
        program if he were not barred from participation.

        (b) The payments provided for in this Section 3 shall be in addition to
    any salary or other remuneration otherwise payable to the Executive on
    account of employment by the Company, the Bank or one or more of either of
    their subsidiaries or successors (including any amounts received prior to
    such termination of employment for personal services rendered after the
    occurrence of the First Event) but shall be reduced by any severance pay
    which the Executive receives from the Bank, its subsidiaries or its
    successor under any other policy or agreement of the Bank or its
    subsidiaries in the event of involuntary termination of Executive's
    employment.

        (c) In the event that at any time from the date of the First Event
    until the end of the Transition Period,

            (i)   the Executive shall not be given substantially equivalent or
        greater title, duties, responsibilities and authority, in each case as
        compared with the Executive's status immediately prior to the First
        Event, other than for Cause or on account of Disability;

            (ii)  the Executive's annual base salary shall be reduced from the
        Executive's annual base salary in effect immediately prior to the First
        Event;

            (iii) the Company or the Bank shall fail to provide the Executive
        with benefits under either of their pension, profit sharing,
        retirement, life insurance, medical, health and accident, disability,
        bonus and incentive plans and other employee benefit plans and
        arrangements that in the aggregate for all such plans and arrangements
        are at least as favorable to the Executive as those benefits covering
        the Executive immediately prior to the First Event or shall fail to
        provide the Executive with at least the number of paid vacation days to
        which the Executive was entitled immediately prior to the First Event;

            (iv)  the Bank shall have failed to obtain assumption of this
        Agreement by any successor as contemplated by Section 5(b) hereof;

            (v)   the Company or the Bank shall require the Executive to
        relocate to any place other than a location within thirty-five miles of
        the location at which


                                     -6-
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        the Executive performed his primary duties immediately prior to the
        First Event or, if the Executive performed such duties at the
        Company's principal executive offices, the Company shall relocate its
        principal executive offices to any location other than a location
        within thirty-five miles of the location of the principal executive
        offices immediately prior to the First Event; or

    a termination of employment with the Company or the Bank by the Executive
    thereafter shall constitute a Constructive Involuntary Termination.

        (d) Notwithstanding any provision to the contrary contained herein
    except the last sentence of this Section 3(d), if the lump sum cash payment
    due and the other benefits to which the Executive shall become entitled
    under Section 3(a) hereof, either alone or together with other payments in
    the nature of compensation to the Executive which are contingent on a
    change in the ownership or effective control of the Company or the Bank or
    in the ownership of a substantial portion of the assets of the Company or
    the Bank or otherwise, would constitute a "parachute payment" as defined in
    Section 280G of the Code or any successor provision thereto, such lump sum
    payment and/or such other benefits and payments shall be reduced (but not
    below zero) to the largest aggregate amount as will result in no portion
    thereof being subject to the excise tax imposed under Section 4999 of the
    Code (or any successor provision thereto) or being non-deductible to the
    Company or the Bank for federal income tax purposes pursuant to Section
    280G of the Code (or any successor provision thereto).  The Company or the
    Bank in good faith shall determine the amount of any reduction to be made
    pursuant to this Section 3(d) and shall select from among the foregoing
    benefits and payments those which shall be reduced.  No modification of, or
    successor provision to, Section 280G or Section 4999 subsequent to the date
    of this Agreement shall, however, reduce the benefits to which the
    Executive would be entitled under this Agreement in the absence of this
    Section 3(d) to a greater extent than they would have been reduced if
    Section 280G and Section 4999 had not been modified or superseded
    subsequent to the date of this Agreement, notwithstanding anything to the
    contrary provided in the first sentence of this Section 3(d).

        (e) The Executive shall not be required to mitigate the amount of any
    payment or other benefit provided for in Section 3 by seeking other
    employment or otherwise, nor (except as specifically provided in Section
    3(a)(ii) or 3(b)) shall the amount of any payment or other benefit provided
    for in Section 3 be reduced by any compensation earned by the Executive as
    the result of employment by another employer after termination, or
    otherwise.

        (f) The obligations of the Company and the Bank under this Section 3
    shall survive the termination of this Agreement.


                                         -7-
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    4.  DEFINITION OF CERTAIN ADDITIONAL TERMS.

        (a) As used herein, other than in Section 2(a) hereof, the term
    "person" shall mean an individual, partnership, corporation, estate, trust
    or other entity.

        (b) As used herein, the term "Cause" shall mean, and be limited to:

            (i)   an act or acts of dishonesty undertaken by Executive and
                  intended to result in substantial gain or personal enrichment
                  of Executive at the expense of the Company or the Bank;

            (ii)  unlawful conduct or gross misconduct that is willful and
                  deliberate on Executive's part and that, in either event, is
                  injurious to the Company or the Bank; or

            (iii) the conviction of Executive of a felony.

            (iv)  failure of Executive to perform his duties and
                  responsibilities under the Employment Agreement or to satisfy
                  his obligations as an officer or employee of the Company or
                  the Bank, which failure has not been cured by Executive
                  within 30 days after written notice thereof to Executive from
                  the Company or the Bank, as applicable; or

            (v)   material breach of any terms and conditions of the Employment
                  Agreement by Executive not caused by the Company or the
                  Bank, which breach has not been cured by Executive within ten
                  days after written notice thereof to Executive from the
                  Company or the Bank.


        (c) As used herein, the term "Disability" shall mean the inability of
    Executive to perform on a full-time basis the duties and responsibilities
    of his employment with the Company or the Bank by reason of his illness or
    other physical or mental impairment or condition, if such inability
    continues for an uninterrupted period of 180 days or more during any
    360-day period.  A period of inability shall be "uninterrupted" unless and
    until Executive returns to full-time work for a continuous period of at
    least 30 days.

        (d) As used herein, the term "Transition Period" shall mean the one
    year period commencing on the date of the earliest to occur of an Event
    described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv) hereof (the
    "Commencement Date") and ending one year after the Commencement Date.


                                      -8-
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    5.  SUCCESSORS AND ASSIGNS.

        (a) This Agreement shall be binding upon and inure to the benefit of
    the successors, legal representatives and assigns of the parties hereto;
    provided, however, that the Executive shall not have any right to assign,
    pledge or otherwise dispose of or transfer any interest in this Agreement
    or any payments hereunder, whether directly or indirectly or in whole or in
    part, without the written consent of the Company or the Bank or either of
    their successors.

        (b) The Company and the Bank will require any successor (whether
    direct or indirect, by purchase of a majority of the outstanding voting
    stock of the Company or the Bank or all or substantially all of the
    assets of the Company or the Bank, or by merger, consolidation or
    otherwise), by agreement in form and substance satisfactory to the
    Executive, to assume expressly and agree to perform this Agreement in the
    same manner and to the same extent that the Company and the Bank would be
    required to perform it if no such succession had taken place.  Failure of
    the Company or the Bank, as applicable, to obtain such agreement prior to
    the effectiveness of any such succession (other than in the case of a
    merger or consolidation) shall be a breach of this Agreement and shall
    entitle the Executive to compensation from the Bank in the same amount
    and on the same terms as the Executive would be entitled hereunder if the
    Executive terminated his employment on account of a Constructive
    Involuntary Termination, except that for purposes of implementing the
    foregoing, the date on which any such succession becomes effective shall
    be deemed the date of termination.  As used in this Agreement, "Company"
    shall mean the Company as hereinbefore defined and any successor to its
    business and/or assets as aforesaid which is required to execute and
    deliver the agreement provided for in this Section 5(b) or which
    otherwise becomes bound by all the terms and provisions of this Agreement
    by operation of law and "Bank" shall mean the Bank as hereinbefore
    defined and any successor to its business and/or assets as aforesaid
    which is required to execute and deliver the agreement provided for in
    this Section 5(b) or which otherwise becomes bound by all the terms and
    provisions of this Agreement by operation of law.

    6.  GOVERNING LAW.  This Agreement shall be construed in accordance with
the laws of the State of Minnesota.

    7.  NOTICES.  All notices, requests and demands given to or made pursuant
hereto shall be in writing and shall be delivered or mailed to any such party
at its address which:


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        (a)  In the case of the Company or the Bank shall be:

             HMN Financial, Inc.
             Attention:  Chairman of the Board
             101 North Broadway
             Spring Valley, Minnesota  55975

        (b)  In the case of the Executive shall be:

             Michael McNeil
             1951 Waterford Place Southwest
             Rochester, MN 55902

Either party may, by notice hereunder, designate a changed address.  Any
notice, if mailed properly addressed, postage prepaid, registered or certified
mail, shall be deemed to have been given on the registered date or that date
stamped on the certified mail receipt.

    8.  SEVERABILITY; SEVERANCE.  In the event that any portion of this
Agreement is held to be invalid or unenforceable for any reason, it is hereby
agreed that such invalidity or unenforceability shall not affect the other
portions of this Agreement and that the remaining covenants, terms and
conditions or portions hereof shall remain in full force and effect, and any
court of competent jurisdiction may so modify the objectionable provision as to
make it valid, reasonable and enforceable.  In the event that any benefits to
the Executive provided in this Agreement are held to be unavailable to the
Executive as a matter of law, the Executive shall be entitled to severance
benefits from the Bank, in the event of an involuntary termination or
Constructive Involuntary Termination of employment of the Executive (other than
a termination on account of the death or Disability of the Executive or a
termination for Cause) during the term of this Agreement occurring at the time
of or following the occurrence of an Event, at least as favorable to the
Executive (when taken together with the benefits under this Agreement that are
actually received by the Executive) as the most advantageous benefits made
available by the Employer to employees of comparable position and seniority to
the Executive during the five-year period prior to the First Event.

    9.  TERM.  This Agreement shall commence on the date of this Agreement and
shall terminate, and the Term of this Agreement shall end, on the later of (A)
October 31, 2002,  provided that such period shall be extended automatically
for one year and from year to year thereafter until notice of termination is
given by the Company or the Executive to the other party hereto at least 30
days prior to October 31, 2002 or the one-year extension period then in effect,
as the case may be, or (B) if the Commencement Date occurs on or prior to
October 31, 2002 (or prior to the end of the extension year then in effect as
provided for in clause (A) hereof), one year after the Commencement Date.


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<PAGE>


    10. TERMINATION OF PRIOR AGREEMENT.  This Agreement supercedes the Prior
Agreement which is hereby terminated and neither party shall have any rights or
obligations pursuant to the terms of the Prior Agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                                       HOME FEDERAL SAVINGS BANK

                                       By  /s/ M.F. Schumann
                                           _______________________________

                                            Its  Chairman
                                                 _________________________

                                       Executive

                                       /s/ Michael McNeil
                                       ____________________________________


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