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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934[No Fee Required]
|--- | -----------------------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2000

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934[No Fee Required]
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For the transition period from  to

Commission file number 0-24100.

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HMN FINANCIAL, INC.(Exact Name of Registrant as Specified in its Charter)

Delaware(State or other jurisdiction of
incorporation or organization)

41-1777397(I.R.S. Employer
Identification No.)101 North Broadway, PO Box 231
Spring Valley, Minnesota(Address of principal executive offices)

55975-0231(Zip Code)


Registrant's
telephone number, including area code:(507) 346-1100

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share(Title of Class)

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such requirements for the past
90 days. YES /x/  NO / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /x/

As
of March 5, 2001, the Registrant had issued and outstanding 4,408,763 shares of the Registrant's Common Stock. The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of March 5, 2001 was $46.1 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be
deemed an admission by the Registrant that such person is an affiliate of the Registrant.)

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Registrant's Annual Report for the year ended December 31, 2000, are incorporated by reference in Parts I, II and IV of this
Form 10-K. Parts of the Registrant's Proxy Statement dated March 23, 2001, are incorporated by reference in Part III of this Form 10-K.

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TABLE OF CONTENTS

|                  |  |                                                                                       |  |                       |  |                                 |  | Page
|----------------- |  | ------------------------------------------------------------------------------------- |  | --------------------- |  | ------------------------------- |  | ----
|PART I           
|Item 1.           |  | Business                                                                              |  | 3                    
|                  |  |                                                                                       |  | General               |  | 3                              
|                  |  |                                                                                       |  | Lending Activities    |  | 4                              
|                  |  |                                                                                       |  | Investment Activities |  | 21                             
|                  |  |                                                                                       |  | Sources of Funds      |  | 25                             
|                  |  |                                                                                       |  | Other Information     |  |                                
|                  |  |                                                                                       |  |                       |  | Service Corporations            |  | 29  
|                  |  |                                                                                       |  |                       |  | Competition                     |  | 29  
|                  |  |                                                                                       |  |                       |  | Other Corporations Owned by HMN |  | 30  
|                  |  |                                                                                       |  |                       |  | Employees                       |  | 30  
|                  |  |                                                                                       |  | Regulation            |  | 30                             
|Item 2.           |  | Properties                                                                            |  | 36                   
|Item 3.           |  | Legal Proceedings                                                                     |  | 37                   
|Item 4.           |  | Submission of Matters to a Vote of Security Holders                                   |  | 37                   
|PART II          
|Item 5.           |  | Market for the Registrant's Common Stock and Related Stockholder Matters              |  | 37                   
|Item 6.           |  | Selected Financial Data                                                               |  | 37                   
|Item 7.           |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 37                   
|Item 7A.          |  | Quantitative and Qualitative Disclosure About Market Risk                             |  | 37                   
|Item 8.           |  | Financial Statements and Supplementary Data                                           |  | 37                   
|Item 9.           |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 37                   
|PART III         
|Item 10.          |  | Directors and Executive Officers of the Registrant                                    |  | 38                   
|Item 11.          |  | Executive Compensation                                                                |  | 38                   
|Item 12.          |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 38                   
|Item 13.          |  | Certain Relationships and Related Transactions                                        |  | 38                   
|PART IV          
|Item 14.          |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 39                   
|Signatures        |  | 42                                                                                   
|Index to Exhibits |  | 43                                                                                   

2

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PART I

ITEM 1.  BUSINESS

General

HMN Financial, Inc. (HMN or the Corporation), was incorporated under the laws of the State of Delaware in March 1994 for the purpose of becoming
the savings and loan holding company of Home Federal Savings Bank (Home Federal or the Bank) in connection with the Bank's conversion from a federally chartered mutual savings bank to a federally
chartered stock savings bank on June 29, 1994. Home Federal has a community banking philosophy and operates retail banking facilities in Minnesota and Iowa. The Bank has two wholly owned
subsidiaries, Osterud Insurance Agency, Inc. (OAI) which offers financial planning products and services and Home Federal Mortgage Services, LLC (HFMS). On January 23, 2001 HMN sold 100%
of HMN Mortgage Services, Inc. to the Bank. On January 31, 2001 the Bank merged HMN Mortgage Services, Inc. into Home Federal Mortgage Services, LLC. The Bank also owned MSL
Financial Corporation (MSL) which also offered financial planning products and services. On April 30, 1999 MSL was liquidated and its assets and liabilities were transferred to the Bank. HMN
has one other wholly owned subsidiary, Security Finance Corporation (SFC). SFC invests in commercial loans and commercial real-estate loans located throughout the United States that were
originated by third parties. During 2000 SFC sold many of its assets to the Bank and discontinued investing in commercial loans. HFMS operates a mortgage banking and mortgage brokerage facility
located in Brooklyn Park, Minnesota.

The
Company's financial statements identify the Bank and HFMS as reportable operating segments. In addition, HFMS has been segmented further into mortgage servicing rights and
mortgage banking activities. The information on pages 51 - 52 of the Company's annual report is incorporated herein by reference.

As
a community-oriented financial institution, HMN seeks to serve the financial needs of communities in its market area. HMN's business involves attracting deposits from the general
public and using such
deposits to originate or purchase one-to-four family residential, commercial real estate, and multi-family mortgage loans in addition to consumer, construction, and commercial
business loans. HMN also invests in mortgage-backed and related securities, investment securities (consisting primarily of U.S. government and government agency obligations) and other permissible
investments. The executive offices of HMN are located at 101 N. Broadway, PO Box 231, Spring Valley, Minnesota 55975-0231. It's telephone number at that address is
(507) 346-1100.

Market Area

HMN serves the Minnesota counties of Fillmore, Freeborn, Houston, Mower, Olmsted and Winona and portions of Steele, Dodge, Goodhue and Wabasha through its main
office located in Spring Valley, Minnesota and its eight branch offices located in Albert Lea, Austin, LaCrescent, Rochester and Winona, Minnesota. The portion of HMN's market area consisting of
Rochester and the contiguous communities is composed of primarily urban and suburban communities, while the balance of HMN's market area consists primarily of rural areas and small towns. Primary
industries in HMN's market area include manufacturing, agriculture, health care, wholesale and retail trade, service industries and education. Major employers include IBM, the Mayo Clinic, Hormel, a
food processing company, and various small industrial and other companies. HMN's market area is also the home of Winona State University, Rochester Community and Technical College, University of
MinnesotaRochester Center, Winona State UniversityRochester Center and Austin's Riverland Community College.

HMN
serves the Iowa counties of Marshall and Tama through its branch offices located in Marshalltown and Toledo. Major industries in the area are Swift &
Companypork processors, Fisher Controls Int.valve and regulator manufacturing, Lennox Industriesfurnace and air conditioner manufacturing, Iowa Veterans
Homehospital care, Marshall Community School Districteducation, Marshall Medical & Surgical Centerhospital care and Meskwaki Casinogaming
operations.

3

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Based upon information obtained from the U.S. Census Bureau for 1999, the population of the six primary counties in the Bank's Minnesota market area was as follows:
Fillmore20,688; Freeborn31,503; Houston19,489; Mower37,152; Olmsted119,077; and Winona47,785. The median household income
for these six counties ranged from approximately $31,850 to $49,000.

Based
upon information obtained from the U.S. Census Bureau for 1999, the population of Marshall County was 38,782 and the population of Tama County was 17,788. The median household
income of these two counties ranged from approximately $34,794 to $37,314.

HFMS
is a mortgage banking and mortgage brokerage office located in Brooklyn Park, Minnesota. The office primarily originates single family residential loans for sale in the secondary
market or purchases loans from third party originators located primarily in the seven county metropolitan area of Minneapolis and St. Paul and sells the loans and generally the related servicing
rights to those loans in the secondary market. In the past HFMS has also purchased mortgage servicing rights from third parties for the purpose of generating loan servicing income.

Lending Activities

General.Historically, HMN originated 30-year, fixed-rate mortgage
loans secured by one-to-four family residences. Since 1979, in order to reduce its vulnerability to changes in interest rates, HMN has emphasized the origination or purchase of
loans for the loan portfolio which have shorter terms to maturity such as 15 year, fixed rate residential loans and Graduated Equity Mortgages (GEMs) which fully amortize in 15 to
20 years. HMN has also emphasized the origination or purchase of Adjustable Rate Mortgage loans (ARMs) for portfolio which have interest rates which are fixed for an initial period of one,
three or five years and then generally adjust annually, thereafter, based upon a treasury interest rate index plus a certain margin, subject to annual and lifetime rate adjustment limits. Throughout
1999 and 2000 HMN sold the majority of the fixed rate one-to-four family mortgage loan originations in order to reduce its interest rate risk. In 1998 HMN hired experienced
commercial loan officers who have actively pursued commercial real estate and other commercial business loans to small and medium sized businesses during 1999 and 2000. HMN also offers a competitive
array of consumer loan products which include both open lines and closed ended home equity loans as well as other consumer loans. The home equity line of credit has an adjustable interest rate based
upon the Wall Street Journal prime rate plus a margin.

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Loan Portfolio Composition.The following information concerning the composition of HMN's loan
portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowances for losses) as of December 31:

|                   |                               | 2000             |                         | 1999                        |        | 1998    |         | 1997  |         | 1996   |        
|------------------ | ----------------------------- | ---------------- | ----------------------- | --------------------------- | ------ | ------- | ------- | ----- | ------- | ------ | -------
|
|Real Estate Loans: |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   | One-to-four family            |                  | $                       | 312,888                     |        | 59.43   | %       | $     | 344,674 |        | 70.95  
|                   | Multi-family                  |                  |                         | 12,090                      |        | 2.30    |         |       | 8,489   |        | 1.75   
|                   | Commercial                    |                  |                         | 61,654                      |        | 11.71   |         |       | 43,894  |        | 9.04   
|                   | Construction or development   |                  |                         | 20,211                      |        | 3.84    |         |       | 16,046  |        | 3.30   
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   |                               |                  | Total real estate loans |                             |        | 406,843 |         | 77.28 |         |        | 413,103
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|Other Loans:       |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   | Consumer loans:               |                  |                         |                             |        |         |         |       |         |        |        
|                   |                               | Savings account  |                         |                             | 695    |         | 0.13    |       |         | 733    |        
|                   |                               | Education        |                         |                             | 6      |         | 0.00    |       |         | 85     |        
|                   |                               | Automobile       |                         |                             | 6,363  |         | 1.21    |       |         | 4,532  |        
|                   |                               | Home equity line |                         |                             | 26,907 |         | 5.11    |       |         | 22,437 |        
|                   |                               | Home equity      |                         |                             | 28,144 |         | 5.35    |       |         | 17,349 |        
|                   |                               | Home improvement |                         |                             | 203    |         | 0.04    |       |         | 321    |        
|                   |                               | Other            |                         |                             | 8,578  |         | 1.63    |       |         | 2,779  |        
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   |                               |                  | Total consumer loans    |                             |        | 70,896  |         | 13.47 |         |        | 48,236 
|                   | Commercial business loans     |                  |                         | 48,760                      |        | 9.25    |         |       | 24,435  |        | 5.03   
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   |                               |                  | Total other loans       |                             |        | 119,656 |         | 22.72 |         |        | 72,671 
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   |                               |                  |                         | Total loans                 |        |         | 526,499 |       | 100.00  | %      |        
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|Less:              |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   | Loans in process              |                  |                         | 2,953                       |        |         |         |       | 2,771   |        |        
|                   | Unamortized discounts         |                  |                         | 289                         |        |         |         |       | 297     |        |        
|                   | Net deferred loan fees        |                  |                         | 1,348                       |        |         |         |       | 1,537   |        |        
|                   | Allowance for losses on loans |                  |                         | 3,144                       |        |         |         |       | 3,273   |        |        
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        
|                   |                               |                  |                         | Total loans receivable, net |        | $       | 518,765 |       |         |        | $      
|                   |                               |                  |                         |                             |        |         |         |       |         |        |        

5

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The following table shows the composition of HMN's loan portfolio by fixed- and adjustable-rate loans as of December 31:

|                      |                                  | 2000                        |       | 1999                                    |         | 1998    |         | 1997  |        | 1996    |        
|--------------------- | -------------------------------- | --------------------------- | ----- | --------------------------------------- | ------- | ------- | ------- | ----- | ------ | ------- | -------
|
|Fixed-Rate Loans      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      | Real estate:                     |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  | One-to-four family          |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             | GEM   |                                         | $       | 47,811  |         | 9.08  | %      | $       | 51,309 
|                      |                                  |                             | Other |                                         |         | 158,083 |         | 30.03 |        |         | 187,796
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total one-to-four family                |         |         | 205,894 |       | 39.11  |         |        
|                      |                                  | Multi-family                |       |                                         | 7,170   |         | 1.36    |       |        | 7,549   |        
|                      |                                  | Commercial                  |       |                                         | 27,743  |         | 5.27    |       |        | 27,801  |        
|                      |                                  | Construction or development |       |                                         | 2,126   |         | 0.40    |       |        | 5,011   |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total fixed-rate real estate loans      |         |         | 242,933 |       | 46.14  |         |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      | Consumer loans:                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  | Savings                     |       |                                         | 695     |         | 0.13    |       |        | 733     |        
|                      |                                  | Education                   |       |                                         | 6       |         | 0.00    |       |        | 85      |        
|                      |                                  | Automobile                  |       |                                         | 6,363   |         | 1.21    |       |        | 4,532   |        
|                      |                                  | Home equity                 |       |                                         | 27,832  |         | 5.29    |       |        | 16,962  |        
|                      |                                  | Home improvement            |       |                                         | 203     |         | 0.04    |       |        | 321     |        
|                      |                                  | Other                       |       |                                         | 8,362   |         | 1.59    |       |        | 2,696   |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total consumer loans                    |         |         | 43,461  |       | 8.26   |         |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      | Commercial business loans        |                             |       | 27,821                                  |         | 5.28    |         |       | 18,936 |         | 3.90   
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total other loans                       |         |         | 71,282  |       | 13.54  |         |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total fixed-rate loans                  |         |         | 314,215 |       | 59.68  |         |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|Adjustable-Rate Loans |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      | Real estate:                     |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  | One-to-four family          |       |                                         | 106,994 |         | 20.32   |       |        | 105,569 |        
|                      |                                  | Multi-family                |       |                                         | 4,920   |         | 0.93    |       |        | 724     |        
|                      |                                  | Commercial                  |       |                                         | 33,911  |         | 6.44    |       |        | 16,309  |        
|                      |                                  | Construction or development |       |                                         | 18,085  |         | 3.44    |       |        | 11,035  |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total adjustable-rate real estate loans |         |         | 163,910 |       | 31.13  |         |        
|                      | Consumer (home equity and other) |                             |       | 27,435                                  |         | 5.21    |         |       | 22,907 |         | 4.72   
|                      | Commercial business loans        |                             |       | 20,939                                  |         | 3.98    |         |       | 5,499  |         | 1.13   
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total adjustable-rate loans             |         |         | 212,284 |       | 40.32  |         |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total loans                             |         |         | 526,499 |       | 100.00 | %       |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|Less                  |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      | Loans in process                 |                             |       | 2,953                                   |         |         |         |       | 2,771  |         |        
|                      | Unamortized discounts            |                             |       | 289                                     |         |         |         |       | 297    |         |        
|                      | Net deferred loan fees           |                             |       | 1,348                                   |         |         |         |       | 1,537  |         |        
|                      | Allowance for losses on loans    |                             |       | 3,144                                   |         |         |         |       | 3,273  |         |        
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        
|                      |                                  |                             |       | Total loans receivable, net             |         | $       | 518,765 |       |        |         | $      
|                      |                                  |                             |       |                                         |         |         |         |       |        |         |        

6

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The following table illustrates the interest rate sensitivity of HMN's loan portfolio at December 31, 2000. Loans which have adjustable or renegotiable interest rates are shown
as maturing in the period during which the contract is due. Scheduled repayments of principal are reflected in the year in which they are scheduled to be paid.

|                   |  | Real Estate |         |  |      |   |   |        |  |      |   |   |        |  |     
|------------------ |  | ----------- | ------- |  | ---- | - | - | ------ |  | ---- | - | - | ------ |  | ----
|
|
|
|2001(1)            |  | $           | 22,223  |  | 7.41 | % | $ | 6,656  |  | 9.60 | % | $ | 11,777 |  | 9.61
|2002               |  |             | 19,388  |  | 7.33 |   |   | 5,707  |  | 9.17 |   |   | 1,452  |  | 9.61
|2003               |  |             | 17,429  |  | 7.24 |   |   | 8,458  |  | 9.44 |   |   | 59     |  | 8.58
|2004 through 2005  |  |             | 35,319  |  | 7.28 |   |   | 14,543 |  | 8.74 |   |   | 164    |  | 8.75
|2006 through 2010  |  |             | 83,024  |  | 7.22 |   |   | 17,134 |  | 8.20 |   |   | 1,560  |  | 8.63
|2011 through 2025  |  |             | 119,173 |  | 7.33 |   |   | 21,218 |  | 9.14 |   |   | 3,826  |  | 8.80
|2026 and following |  |             | 16,332  |  | 7.89 |   |   | 28     |  | 9.50 |   |   | 1,373  |  | 8.69
|                   |  |             |         |  |      |   |   |        |  |      |   |   |        |  |     
|                   |  | $           | 312,888 |  |      |   | $ | 73,744 |  |      |   | $ | 20,211 |  |     
|                   |  |             |         |  |      |   |   |        |  |      |   |   |        |  |     

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The total amount of loans due after December 31, 2001 which have predetermined interest rates is $257.5 million, while the total
amount of loans due after such dates which have floating or adjustable interest rates is $196.5 million.

At
December 31, 2000 construction or development loans for one-to-four family dwellings totaled $9.8 million, multi-family totaled
$5.1 million, and non-residential totaled $5.3 million.

7

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Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), the aggregate amount of loans that the Bank is permitted to make to any one borrower is
generally limited to 15% of unimpaired capital and surplus (25% if the security for such loan has a "readily ascertainable" value or 30% for certain residential development loans). At
December 31, 2000, based upon the 15% limitation, the Bank's regulatory limit for loans-to-one borrower was approximately $7.9 million. However, at
December 31, 2000, the largest dollar amount outstanding to one borrower or group of related borrowers was $7.9 million. The borrowing relationship is secured by a shopping mall located
in Winona, Minnesota and other commercial real estate in Rochester, Minnesota. The borrowing relationship was performing in accordance with its terms at December 31, 2000.

The
Bank's Mortgage and Consumer Loan Committee is responsible for review and approval of all loans over the FHLMC/FNMA conforming loan dollar limits (the Limit) originated by the
Bank which are not sold in the secondary loan market. For the majority of 2000 the Limit was $275,000, compared to $240,000 for the majority of 1999. Approval of one member of the Loan Committee is
required on all loans ranging from the Limit to $500,000. Loans greater than $500,000 must be approved by the Board of Directors of the Bank or its Executive Committee after review and preliminary
approval by the Loan Committee. All loans closed each month are reviewed by the Board of Directors at its regularly scheduled meetings.

The
Bank's commercial loan officers have the authority to approve loans which meet the guidelines established by the commercial loan policy for loans up to $250,000. The Bank's
Commercial Loan Committee is responsible for reviewing and approving commercial loans which range from $250,001 to $4.0 million. Loans exceeding the $4.0 million must be approved by the
Board of Directors.

All
of the Bank's lending is subject to its written underwriting standards and to loan origination procedures. Decisions on loan applications are made on the basis of detailed
applications and property valuations (consistent with the Bank's appraisal policy) by the Bank's staff appraiser or an independent appraiser. The loan applications are designed primarily to determine
the borrower's ability to repay. The more significant items on the application are verified through use of credit reports, financial statements, tax returns and/or confirmations. The Bank also offers
the Home Credit Plus Program which relies on the credit score of the loan applicant instead of income, asset and employment verification procedures. The Bank also offers low or alternative
documentation underwriting procedures which conform to FNMA underwriting guidelines.

Generally,
the Bank requires title insurance on its mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the
loan or the value of
improvements on the property, depending on the type of loan. The Bank also requires flood insurance to protect the property securing its interest when the property is located in a flood plain.

One-to-four Family Residential Real Estate Lending.At
December 31, 2000 HMN's one-to-four family real estate loans totaled $312.9 million, a decline of $31.8 million compared to $344.7 million at
December 31, 1999 which declined by $20.8 million, compared to $365.5 million at December 31, 1998 which declined by $30.2 million compared to $395.7 million
at December 31, 1997. In order to reduce its interest rate risk the Bank sold 80% of all one-to-four family loans originated during 2000. The Bank converted
$11.1 million of one-to-four family loans into mortgage-backed securities (securitized) and transferred the securities into the securities available for sale portfolio.
The Bank also sold another $5.1 million of one-to-four family loans from the loan portfolio. The impact of the loan securitization and sales when coupled with principal
repayments caused the one-to-four family loan portfolio to decline by $31.8 million during 2000. During 1999 the Bank sold 62% of all one-to-four
family mortgage loans originated or refinanced. It converted $6.9 million of one-to-four family loans into mortgage-backed securities (securitization) and transferred
the securities into the securities available for sale portfolio. The Bank also sold another $10.2 million of one-to-four family loans from the loan portfolio. The impact
of the loan securitization and sales when coupled with the principal repayments caused the one-to-four family loan portfolio to decline by $20.8 million during 1999.
During 1998, the Bank securitized and sold $27.9 million of one-to-four family

8

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residential loans out of its loan portfolio. It also sold approximately 44% of the Bank's one-to-four family residential loans that were originated or refinanced in 1998. The
loan securitization and the loan sales, when coupled with the accelerated prepayments experienced in the loan portfolio during 1998, caused the one-to-four family real estate
loan portfolio to decline $30.2 million from December 31, 1997 to December 31, 1998.

On
December 5, 1997 the Bank merged with Marshalltown Financial Corporation ("MFC"). The Loan Portfolio Composition table includes for December 31, 1997,
$62.9 million of one-to-four family residential loans, $2.3 million of multi-family residential, $2.1 million of commercial real estate and
$2.6 million of consumer loans which were acquired in the MFC merger.

The
GEM loans require payments which increase after the first year. Under the GEM loans, the monthly payments required for the first year are established based on a
30-year amortization schedule. Depending upon the program selected, the payments may increase in the succeeding years by amounts ranging from 0% to 5%. Most of the GEM loans originated by
HMN provide for at least three annual payment increases over the first five years of the loan. The increased payments required under GEM loans are applied to principal and have the effect of
shortening the term to maturity; the GEM loans do not permit negative amortization. HMN has primarily offered two GEM programs, one with a contractual maturity of approximately 17 years and one
with a contractual maturity of approximately
22 years. The GEMs are generally priced based upon loans with similar contractual maturities. The GEMs were popular with consumers who anticipate future increases in income and
who desire an amortization schedule of less than 30 years. During 1999 the GEM program was discontinued by HMN. At December 31, 2000, HMN had $47.8 million of
one-to-four family GEM loans, a decrease of $3.5 million from $51.3 million at December 31, 1999, compared to a decrease of $4.9 million from
$56.2 million at December 31, 1998, compared to $53.3 million at December 31, 1997, and $48.8 million at December 31, 1996.

In
addition to the GEM loan program, HMN offers other conventional fixed-rate one-to-four family loans with maximum terms of up to 30 years.
HMN generally sells the majority of new loan originations or refinances with fixed rates and terms to maturity ranging from 15 years to 30 years that are eligible for sale in the
secondary market. The interest rates charged on the fixed-rate loan products are generally set based on the FNMA or FHLMC delivery rates, as well as other competitive factors. At
December 31, 2000, HMN had $158.1 million of fixed rate one-to-four family mortgage loans, a decrease of $29.7 million compared to $187.8 million at
December 31, 1999, a decrease of $40.0 million compared to $227.8 million at December 31, 1998, $256.3 million at December 31, 1997, and $187.5 million
at December 31, 1996.

HMN
also offers one-year ARMs at a margin (generally 275 to 375 basis points) over the yield on the Average Monthly One Year U.S. Treasury Constant Maturity Index
for terms of up to 30 years. The ARM loans currently offered by HMN allow the borrower to select (subject to pricing) an initial period of one year, three years, or five years between the loan
origination and the date the first interest rate change occurs. Generally, the ARMs provide for up to a 200 basis point annual interest rate change cap and a lifetime cap 600 basis points over
or under the initial rate. Initial interest rates offered on the ARM loans during 2000 ranged from 100 basis points below the fully indexed loan rate to 100 basis points over the fully indexed loan
rate. All borrowers are now qualified for the loan at the fully indexed rate. HMN's originated ARMs do not permit negative amortization of principal, do not contain prepayment penalties and
generally are not convertible into fixed-rate loans. See "-Delinquencies and Non-Performing Assets." In the past, the Bank offered one-year ARMs with a
margin of 200 to 235 basis points over a specified index and an average annual cap of 145 basis points. At December 31, 2000 the one-to-four family ARMs totaled
$107.0 million an increase of $1.4 million compared to $105.6 million at December 31, 1999, an increase of $24.1 million compared to $81.5 million at
December 31, 1998, $86.1 million at December 31, 1997, and $85.0 million at December 31, 1996.

HMN
has also originated a limited number of fixed-rate loans with terms up to 30 years which are insured by the Federal Housing Authority (FHA), Veterans
Administration (VA) and Minnesota Home Finance Administration (MHFA).

9

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In underwriting one-to-four family residential real estate loans, HMN evaluates the borrower's credit history, ability to make principal, interest and escrow
payments, and the value of the property that will secure the loan and debt to income ratios. Properties securing one-to-four family residential real estate loans made by HMN
are appraised by independent fee appraisers or by HMN's staff appraiser. HMN originates residential mortgage loans with loan-to-value ratios of up to 95% for owner-occupied
homes and up to 70% for non-owner occupied homes; however, private mortgage insurance is generally required to reduce HMN's exposure to 80% or less. HMN generally seeks to underwrite its
loans in accordance with secondary market standards.

HMN's
residential mortgage loans customarily include due-on-sale clauses giving it the right to declare the loan immediately due and payable in the event that,
among other things, the borrower sells or otherwise disposes of the property subject to the mortgage.

Commercial Real Estate and Multi-Family Lending.HMN originates permanent commercial real
estate and multi-family loans secured by properties located in its market area. It also purchases commercial real estate and multi-family loans originated by other third parties on properties outside
of its market area. Commercial real estate loans totaled $61.7 million at December 31, 2000, an increase of $17.8 million from $43.9 million at December 31, 1999,
compared to $29.0 million at December 31, 1998, $10.6 million at December 31, 1997 and $7.9 million at December 31, 1996. Multi-family loans totaled
$12.1 million at December 31, 2000, an increase of $3.6 million from $8.5 million at December 31, 1999, compared to $4.7 million at December 31, 1998,
compared to $2.7 million at December 31, 1997.

The
commercial real estate and multi-family loan portfolio includes loans secured by motels, hotels, apartment buildings, churches, small office buildings, small business facilities,
shopping malls, nursing homes, golf courses, and other non-residential building properties primarily located in the upper midwestern United States.

Permanent
commercial real estate and multi-family loans are generally originated for a maximum term of 15 years and may have longer amortization periods with balloon maturity
features. The interest rates may be fixed for the term of the loan or have adjustable features which are tied to prime or a treasury index. Commercial real estate and multi-family loans are generally
written in amounts of up to 75% of the lesser of the appraised value of the property or the purchase price and generally have a debt service coverage ratio of at least 120%. The debt service coverage
is the ratio of net cash from operations before payment of debt to debt service. HMN may originate construction loans secured by commercial or multi-family real estate, or may purchase participation
interests in third party originated construction loans secured by commercial or multi-family real estate.

Appraisals
on commercial real estate and multi-family real estate properties are performed by independent appraisers prior to the time the loan is made. For transactions less than
$250,000, HMN may use an internal valuation. All appraisals on commercial and multi-family real estate are reviewed and approved by a commercial loan officer or credit manager. The Bank's underwriting
procedures require verification of the borrower's credit history, income and financial statements, banking relationships, references and income projections for the property. All commercial real estate
and multi-family loans over $500,000 must be approved by a majority of the commercial loan committee prior to closing. For commercial real estate and multi-family loans under $500,000, two authorized
loan officer's are required to approve the loan. The commercial loan policy generally requires personal guarantees from the proposed borrowers. An initial on-site inspection is required
for all collateral properties for loans with balances in excess of $250,000. Annual reviews are performed for aggregate commercial lending relationships that exceed $500,000. The reviews cover
financial performance, documentation completeness and accuracy of loan risk ratings.

At
December 31, 2000, HMN's two largest commercial real estate loans totaled $6.2 million and $4.9 million. The first loan is secured by a shopping mall in
Winona, Minnesota and the second loan is secured by an apartment complex in Rochester, Minnesota. Both of these loans were performing at December 31, 2000.

Multi-family
and commercial real estate loans generally present a higher level of risk than loans secured by

10

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one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of
general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family
and commercial real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not
obtained or renewed), the borrower's ability to repay the loan may be impaired. At December 31, 2000, HMN did not have any commercial real estate loans or multi-family loans which were
90 days or more delinquent.

Construction Lending.HMN makes construction loans to individuals for the construction of their
residences and to builders for the construction of one-to-four family residences. It also makes a very limited number of loans to builders for houses built on speculation.
Construction loans also include commercial real estate loans. HMN had $20.2 million of construction loans outstanding at December 31, 2000, an increase of $4.2 million from
$16.0 million at December 31, 1999, compared to $15.2 million at December 31, 1998, $5.7 million at December 31, 1997 and $3.5 million at
December 31, 1996.

Almost
all loans to individuals for the construction of their residences are structured as permanent loans. Such loans are made on the same terms as residential loans, except that
during the construction phase, which typically lasts up to seven months, the borrower pays interest only. Generally, the borrower also pays a construction fee up to $800 at the time of origination.
Residential construction loans are underwritten pursuant to the same guidelines used for originating residential loans on existing properties.

Construction
loans to builders or developers of one-to-four family residences generally carry terms of 1 to 15 years with a construction phase of up to
seven months. Such loans generally do not permit the payment of interest from loan proceeds.

Construction
loans to owner occupants are generally made in amounts of up to 95% of the lesser of cost or appraised value, but no more than 85% of the loan proceeds can be disbursed
until the building is completed. The loan-to-value ratios on loans to builders are limited to 70%. Prior to making a commitment to fund a construction loan, HMN requires an
appraisal of the property and financial data and verification of the borrower's income. HMN obtains personal guarantees for substantially all of its construction loans to builders. Personal financial
statements of guarantors are also obtained as part of the loan underwriting process. Generally construction loans have been located in HMN's market area.

Construction
loans are obtained principally through continued business from builders and developers who have previously borrowed from the Bank, as well as referrals from existing
customers and walk-in customers. The application process includes a submission to the Bank of accurate plans, specifications and costs of the project to be constructed. These items are
used as a basis to determine the appraised value of the subject property to be built.

At
December 31, 2000 construction real estate loans totaled $20.2 million of which one-to-four family residential loans totaled
$9.8 million, multi-family residential totaled $5.1 million and construction on commercial real estate totaled $5.3 million.

The
nature of construction loans is such that they are more difficult to evaluate and monitor. The risk of loss on a construction loan is dependent largely upon the accuracy of the
initial estimate of the property's value upon completion of the project and the estimated cost (including interest) of the project. If the estimate of value proves to be inaccurate, HMN may be
confronted, at or prior to the maturity of the loan, with a project having a value which is insufficient to assure full repayment and/or the possibility of having to make substantial investments to
complete and sell the project. Because defaults in repayment may not occur during the construction period it may be difficult to identify problem loans at an early stage. In such cases, HMN may be
required to modify the terms of the loan.

11

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Consumer Lending.HMN originates a variety of different types of consumer loans, including home
equity loans (open-ended and closed-ended), education, automobile, home improvement, mobile home, deposit account and other loans for household and personal purposes. At
December 31, 2000, consumer loans totaled $70.9 million, an increase of $22.7 million from $48.2 million at December 31, 1999, compared to $34.8 million at
December 31, 1998, $31.9 million at December 31, 1997 and $20.9 million at December 31, 1996.

Consumer
loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. HMN's consumer loans are made at fixed and adjustable
interest rates, with terms of up to 20 years for secured loans and up to three years for unsecured loans.

HMN's
home equity loans are written so that the total commitment amount, when combined with the balance of any other outstanding mortgage liens, may not exceed 100% of the appraised
value of the property. The closed-end home equity loans are written with fixed- or adjustable-rates with terms of up to 15 years. The open-end home equity lines are
written with an adjustable rate with terms of up to 20 years, a 10 year draw period which requires "interest only" payments and a 10 year repayment period which fully amortizes
the outstanding balance. The consumer may access the open-end home equity line either by making a withdrawal at the Bank or writing a check on the home equity line of credit account. HMN's
closed ended home equity loans totaled $28.1 million at December 31, 2000, an increase of $10.8 million from $17.3 million at December 31, 1999, compared to
$9.6 million at December 31, 1998, $7.2 million at December 31, 1997 and $5.9 million at December 31, 1996. HMN's open-ended home equity lines
totaled $26.9 million at December 31, 2000, an increase of $4.5 million from $22.4 million at December 31, 1999, compared to $19.5 million at
December 31, 1998, $19.5 million at December 31, 1997 and $11.9 million at December 31, 1996.

The
underwriting standards employed by the Bank for consumer loans include a determination of the applicant's payment history on other debts and ability to meet existing obligations
and payments on the proposed loan. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in
relation to the proposed loan amount. Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by
rapidly depreciable assets, such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance
as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely
to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered
on such loans. At December 31, 2000,
$142,000 of the consumer loan portfolio was non-performing. There can be no assurance that delinquencies will not increase in the future.

Commercial Business Lending.In order to satisfy the demand for financial services available to
individuals and businesses in its market area, historically HMN has maintained a portfolio of commercial business loans primarily to small retail operations, small manufacturing concerns and
professional firms. More recently HMN has expanded it's commercial business loans to include loans collateralized by inventory and/or receivables and leasehold interests on equipment HMN's commercial
business loans generally have terms ranging from six months to five years and may have either fixed or variable interest rates. HMN's commercial business loans generally include personal guarantees
and are usually, but not always, secured by business assets such as inventory, equipment, leasehold interests in equipment fixtures, real estate and accounts receivables. The underwriting process for
commercial business loans includes consideration of the borrower's financial statements, tax returns, projections of future business operations and inspection of the subject collateral, if any. HMN
has also purchased participation interests in commercial business loans from third party originators. The underlying collateral for the loans are generally inventory or equipment and generally have
repayment periods of less than ten years. Commercial business loans totaled $48.8 million at December 31, 2000, an increase of $24.4 million from $24.4 million at
December 31, 1999, compared to $11.7 million at December 31, 1998, $5.2 million at December 31, 1997 and $2.3 million at December 31, 1996.

12

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Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability to make repayment from his or her income, and which are secured by real property
whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of
the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself. Further, the
collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. At December 31, 2000, $95,000 of loans in
the commercial business loan portfolio were non-performing. There can be no assurance that delinquencies will not increase in the future.

Originations, Purchases and Sales of Loans and Mortgage-Backed and Related Securities

Real estate loans are generally originated by HMN's staff of salaried and commissioned loan officers. Loan applications are taken in all branch offices.

While
HMN originates both fixed- and adjustable-rate loans, its ability to originate loans is dependent upon the relative customer demand for loans in its market. Demand
for adjustable-rate loans is affected by the interest rate environment. HMN originated for portfolio $12.5 million of one-to-four family adjustable rate
loans during 2000, an increase of $6.5 million from $6.0 million for 1999, compared to $2.3 million for 1998. HMN also originated for portfolio $2.7 million of fixed rate
one-to-four family loans during 2000, a decrease of $5.5 million from $8.2 million for 1999, compared to $44.4 million for 1998.

During
the past two years HMN has focused its portfolio loan origination efforts on commercial real estate, commercial business and consumer loans because the loans generally have
terms to maturity and adjustable interest rate characteristics which are generally more beneficial to HMN than single family fixed-rate conventional loans. HMN originated
$112.0 million of commercial real estate, commercial business and consumer loans (which excludes commercial real estate loans in construction or development) during the year ended
December 31, 2000, an increase of $7.2 million from originations of $104.8 million for 1999, compared to originations of $88.6 million for 1998.

In
order to supplement loan demand in HMN's market area and geographically diversify its loan portfolio, HMN purchases real estate loans from selected sellers, with yields based upon
current market rates. HMN carefully reviews and underwrites all loans to be purchased to ensure that they meet HMN's underwriting standards. The seller generally continues to service the purchased
loans. HMN purchased $20.6 million of loans during 2000, a decrease of $49.0 million from $69.6 million during 1999, compared to $71.0 million for 1998. The majority of the
purchased one-to-four family loans have interest rates that are fixed for a one, three or five year period and then adjust annually thereafter or were 15 year
fixed-rate loans. The commercial real estate and commercial business loans purchased have terms and interest rates that are similar in nature to HMN's originated commercial and business
portfolio. All purchased loans are reviewed to determine that each loan meets certain underwriting requirements. Refer to Note 4 of the Notes to Consolidated Financial Statements in the Annual
Report for more information on purchased loans.

HMN
has substantial holdings of mortgage-backed and related securities which are held, depending on the investment intent, in the "available for sale" portfolio. HMN purchased
$2.1 million of mortgage-backed securities during 2000, a decrease of $18.3 million from purchases of $20.4 million for 1999, compared to $113.8 million in purchases for
1998. HMN sold $30.0 million of mortgage-backed securities during the year ended December 31, 2000, a decrease of $700,000 from sales of $29.3 million for 1999, compared to sales
of $96.5 million for 1998. See"Investment Activities."

13

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The following table shows the loan and mortgage-backed and related securities origination, purchase, acquisition, sale and repayment activities of HMN for the periods indicated.

|                          |                                                 | Year Ended December 31, |                             
|------------------------- | ----------------------------------------------- | ----------------------- | ----------------------------
|
|LOANS HELD FOR INVESTMENT |                                                 |                         |                             
|Originations by type:     |                                                 |                         |                             
|                          | Adjustable-rate:                                |                         |                             
|                          | Real estateone-to-four family                  |                         | $                           
|                          |                                                 |                         | multi-family               
|                          |                                                 |                         | commercial                 
|                          |                                                 |                         | construction or development
|                          | Non-real estateconsumer                        |                         |                             
|                          |                                                 |                         | commercial business        
|                          |                                                 |                         |                             
|                          |                                                 | Total adjustable-rate   |                             
|                          |                                                 |                         |                             
|                          | Fixed-rate:                                     |                         |                             
|                          | Real estateone-to-four family                  |                         |                             
|                          |                                                 |                         | multi-family               
|                          |                                                 |                         | commercial                 
|                          |                                                 |                         | construction or development
|                          | Non-real estateconsumer                        |                         |                             
|                          |                                                 |                         | commercial business        
|                          |                                                 |                         |                             
|                          |                                                 | Total fixed-rate        |                             
|                          |                                                 |                         |                             
|                          |                                                 | Total loans originated  |                             
|                          |                                                 |                         |                             
|Purchases:                |                                                 |                         |                             
|                          | Real estateone-to-four family                  |                         |                             
|                          |                                                 |                         | multi-family               
|                          |                                                 |                         | commercial                 
|                          |                                                 |                         | construction or development
|                          | Non-real estatecommercial business             |                         |                             
|                          |                                                 |                         |                             
|                          |                                                 | Total loans purchased   |                             
|                          |                                                 |                         |                             
|Sales and repayments:     |                                                 |                         |                             
|                          | Real estateone-to-four family                  |                         |                             
|                          |                                                 |                         | commercial                 
|                          | Non-real estateconsumer                        |                         |                             
|                          |                                                 |                         |                             
|                          |                                                 | Total sales             |                             
|                          |                                                 |                         |                             
|                          | Loans securitized and transferred to securities |                         |                             
|                          | Transfers to loans held for sale                |                         |                             
|                          | Principal repayments                            |                         |                             
|                          |                                                 |                         |                             
|                          |                                                 | Total reductions        |                             
|                          |                                                 |                         |                             
|                          | Decrease in other items, net                    |                         |                             
|                          |                                                 |                         |                             
|                          |                                                 | Net increase            |                             
|                          |                                                 |                         |                             

14

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|LOANS HELD FOR SALE   |                                               |                         |                              |         |         |         |         |        
|--------------------- | --------------------------------------------- | ----------------------- | ---------------------------- | ------- | ------- | ------- | ------- | -------
|Originations by type: |                                               |                         |                              |         |         |         |         |        
|Adjustable-rate:      |                                               |                         |                              |         |         |         |         |        
|                      | Real estateone-to-four family                |                         | $                            | 1,724   |         | 837     |         | 826    
|                      |                                               |                         | multi-family                |         |         | 0       |         | 0      
|                      |                                               |                         | commercial                  |         |         | 0       |         | 0      
|                      |                                               |                         | construction or development |         |         | 0       |         | 0      
|                      | Non-real estateconsumer                      |                         |                              | 0       |         | 0       |         | 0      
|                      |                                               |                         | commercial business         |         |         | 0       |         | 0      
|                      |                                               |                         |                              |         |         |         |        
|                      |                                               | Total adjustable-rate   |                              |         | 1,724   |         | 837     |        
|                      |                                               |                         |                              |         |         |         |        
|                      | Fixed-rate:                                   |                         |                              |         |         |         |         |        
|                      | Real estateone-to-four family                |                         |                              | 58,928  |         | 66,065  |         | 111,639
|                      |                                               |                         | multi-family                |         |         | 0       |         | 0      
|                      |                                               |                         | commercial                  |         |         | 0       |         | 0      
|                      |                                               |                         | construction or development |         |         | 1,240   |         | 485    
|                      | Non-real estateconsumer                      |                         |                              | 0       |         | 0       |         | 0      
|                      |                                               |                         | commercial business         |         |         | 0       |         | 0      
|                      |                                               |                         |                              |         |         |         |        
|                      |                                               | Total fixed-rate        |                              |         | 60,168  |         | 66,550  |        
|                      |                                               |                         |                              |         |         |         |        
|                      |                                               | Total loans originated  |                              |         | 61,892  |         | 67,387  |        
|                      |                                               |                         |                              |         |         |         |        
|Purchases:            |                                               |                         |                              |         |         |         |         |        
|                      | Real estateone-to-four family                |                         |                              | 51,826  |         | 93,177  |         | 65,199 
|                      |                                               |                         | multi-family                |         |         | 0       |         | 0      
|                      |                                               |                         | commercial                  |         |         | 0       |         | 0      
|                      |                                               |                         | construction or development |         |         | 0       |         | 0      
|                      | Non-real estateconsumer                      |                         |                              | 0       |         | 0       |         | 0      
|                      |                                               |                         | commercial business         |         |         | 0       |         | 0      
|                      |                                               |                         |                              |         |         |         |        
|                      |                                               | Total loans purchased   |                              |         | 51,826  |         | 93,177  |        
|                      |                                               |                         |                              |         |         |         |        
|Sales and repayments: |                                               |                         |                              |         |         |         |         |        
|                      | Real estateone-to-four family                |                         |                              | 104,815 |         | 179,770 |         | 173,007
|                      |                                               |                         | multi-family                |         |         | 0       |         | 0      
|                      |                                               |                         | commercial                  |         |         | 0       |         | 0      
|                      |                                               |                         | construction or development |         |         | 0       |         | 0      
|                      | Non-real estateconsumer                      |                         |                              | 0       |         | 0       |         | 0      
|                      |                                               |                         | commercial business         |         |         | 0       |         | 0      
|                      |                                               |                         |                              |         |         |         |        
|                      |                                               | Total sales             |                              |         | 104,815 |         | 179,770 |        
|                      |                                               |                         |                              |         |         |         |        
|                      | Transfers to (from) loans held for investment |                         |                              | (5,081  | )       | (10,187 | )       | (6,165 
|                      |                                               |                         |                              |         |         |         |        
|                      | Principal repayments                          |                         |                              |         |         |         |         |        
|                      |                                               | Total reductions        |                              |         | 109,896 |         | 169,583 |        
|                      |                                               |                         |                              |         |         |         |        
|                      | Increase (decrease) in other items, net       |                         |                              |         |         |         |         |        
|                      |                                               | Net increase (decrease) |                              | $       | 3,822   |         | (9,019  | )      
|                      |                                               |                         |                              |         |         |         |        

15

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|MORTGAGE-BACKED AND RELATED SECURITIES |                                                 |                 |   |         |        |         |        |        
|-------------------------------------- | ----------------------------------------------- | --------------- | - | ------- | ------ | ------- | ------ | -------
|                                       | Loans securitized and transferred to securities |                 | $ | 11,129  |        | 6,925   |        | 27,953 
|Purchases:                             |                                                 |                 |   |         |        |         |        |        
|                                       | Mortgage-backed securities:(1)                  |                 |   |         |        |         |        |        
|                                       | Adjustable-rate                                 |                 |   | 0       |        | 0       |        | 0      
|                                       | Fixed-rate                                      |                 |   | 0       |        | 0       |        | 1,766  
|                                       | CMOs and REMICs:                                |                 |   |         |        |         |        |        
|                                       | Adjustable-rate                                 |                 |   | 2,112   |        | 0       |        | 76,174 
|                                       | Fixed-rate                                      |                 |   | 0       |        | 20,385  |        | 35,839 
|                                       |                                                 |                 |   |         |        |         |       
|                                       |                                                 | Total purchases |   |         | 2,112  |         | 20,385 |        
|                                       |                                                 |                 |   |         |        |         |       
|Sales:                                 |                                                 |                 |   |         |        |         |        |        
|                                       | Mortgage-backed securities:(1)                  |                 |   |         |        |         |        |        
|                                       | Adjustable-rate                                 |                 |   | 3,776   |        | 6,913   |        | 24,955 
|                                       | Fixed-rate                                      |                 |   | 1,674   |        | 1,143   |        | 46,432 
|                                       | CMOs and REMICs:                                |                 |   |         |        |         |        |        
|                                       | Adjustable-rate                                 |                 |   | 6,425   |        | 17,466  |        | 13,765 
|                                       | Fixed-rate                                      |                 |   | 18,149  |        | 3,815   |        | 11,366 
|                                       |                                                 |                 |   |         |        |         |       
|                                       |                                                 | Total sales     |   |         | 30,024 |         | 29,337 |        
|                                       |                                                 |                 |   |         |        |         |       
|Principal repayments:                  |                                                 |                 |   |         |        |         |        |        
|                                       | Decrease in other items, net                    |                 |   | (8,615  | )      | (40,342 | )      | (38,003
|                                       |                                                 |                 |   |         |        |         |       
|                                       | Net increase (decrease)                         |                 | $ | (25,398 | )      | (42,369 | )      | 7,211  
|                                       |                                                 |                 |   |         |        |         |       

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Delinquencies and Non-Performing Assets

Delinquency Procedures.When a borrower fails to make a required payment on a loan, HMN
attempts to cure the delinquency by contacting the borrower. A late notice is sent on all loans over 16 days delinquent. Additional written and verbal contacts may be made with the borrower
between 30 and 60 days after the due date. If the loan is contractually delinquent 90 days, HMN usually sends a 30-day demand letter to the borrower and, after the loan is
contractually delinquent 120 days, institutes appropriate action to foreclose on the property. If foreclosed, the property is sold at a sheriff's sale and may be purchased by HMN. Delinquent
consumer loans are generally handled in a similar manner. HMN's procedures for repossession and sale of consumer collateral are subject to various requirements under state consumer protection laws.

Real
estate acquired by HMN as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate in judgement for six months to one year and thereafter as real
estate owned until it is sold. When property is acquired or expected to be acquired by foreclosure or deed in lieu of foreclosure, it is recorded at the lower of cost or estimated fair value, less the
estimated cost of disposition. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are
capitalized to the extent of fair value less disposition cost.

16

---

The following table sets forth HMN's loan delinquencies by type, by amount and by percentage of type at December 31, 2000.

|                               |       | Loans Delinquent For: |    |   |     |     |      |      |   
|------------------------------ | ----- | --------------------- | -- | - | --- | --- | ---- | ---- | --
|
|
|One-to-four family real estate |       | 8                     |    | $ | 703 |     | 0.22 | %    | 14
|Multi-family                   |       | 0                     |    |   | 0   |     | 0.00 |      | 0 
|Commercial                     |       | 0                     |    |   | 0   |     | 0.00 |      | 0 
|Construction or development    |       | 0                     |    |   | 0   |     | 0.00 |      | 0 
|Consumer                       |       | 17                    |    |   | 155 |     | 0.22 |      | 31
|Commercial business            |       | 2                     |    |   | 45  |     | 0.09 |      | 2 
|                               |       |                       |    |   |     |     |      |      |   
|                               | Total |                       | 27 |   | $   | 903 |      | 0.17 | % 
|                               |       |                       |    |   |     |     |      |      |   

Classification of Assets.Federal regulations require that each savings
institution classify its own assets on a regular basis. In addition, in connection with examinations of savings institutions, the Office of Thrift Supervision (OTS) and FDIC examiners have authority
to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: Substandard, Doubtful and Loss. Substandard assets have one or more
defined weaknesses and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of Substandard
assets, with the additional characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified as Loss is considered uncollectible and of such little value that continuance as an asset on the balance sheet of the institution is not warranted. Assets
classified as Substandard or Doubtful require the institution to establish prudent general allowances for loan losses. If an asset or portion thereof is classified as Loss, the institution must either
establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified as Loss, or charge off such amount. If an institution does not agree with an examiner's
classification of an asset, it may appeal this determination to the District Director of the OTS. On the basis of management's review of its assets, at December 31, 2000, the Bank had
classified a total of $1,386,000 of its loans and other assets as follows:

|            |       | Real Estate |       |       |   |   |   |  
|----------- | ----- | ----------- | ----- | ----- | - | - | - | -
|
|Substandard |       | $           | 1,180 |       | 0 |   | 0 |  
|Doubtful    |       |             | 0     |       | 0 |   | 0 |  
|Loss        |       |             | 0     |       | 0 |   | 0 |  
|            |       |             |       |       |   |   |   |  
|            | Total |             | $     | 1,180 |   | 0 |   | 0
|            |       |             |       |       |   |   |   |  

The
Bank's classified assets consist of the non-performing loans and loans and other assets of concern discussed herein. As of the date hereof, these asset classifications
are materially consistent with those of the OTS and FDIC.

Non-Performing Assets.Loans are reviewed quarterly and any loan whose
collectibility is doubtful is placed on non-accrual status. Loans are placed on nonaccrual status when either principal or interest is 90 days or more past due, unless, in the
judgment of management, the loan is well collateralized and in the process of collection. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against
interest income. Subsequent payments are either applied to the outstanding principal balance or recorded as interest income,

17

---

depending on the assessment of the ultimate collectibility of the loan. Restructured loans include the Bank's troubled debt restructurings (which involved forgiving a portion of interest or principal
on any loans or making loans at a rate materially less than the market rate). Foreclosed assets include assets acquired in settlement of loans. The following table sets forth the amounts and
categories of non-performing assets in the Bank's portfolio.

December 31,(Dollars in thousands)

2000

1999

1998

1997

1996Non-accruing loans:Real estate:One-to-four family

$
775


165


317


177


235Commercial real estate


0


0


73


79


83Consumer


142


177


86


7


7Commercial business


95


0


0


0


13Total


1,012


342


476


263


338Accruing loans delinquent 90 days or more:One-to-four family


405


476


312


365


0Consumer


0


0


0


37


0Total


405


476


312


402


0Restructured loans:Multi-family


0


0


0


0


0Foreclosed assets:Real estate:One-to-four family


195


0


18


142


23Total


195


0


18


142


23Total non-performing assets

$
1,612


818


806


807


361Total as a percentage of total assets


0.23
%

0.12
%

0.12
%

0.12
%

0.07
%Total non-performing loans

$
1,417

$
818

$
788

$
665

$
338Total as a percentage of total loans receivable, net


0.27
%

0.17
%

0.18
%

0.15
%

0.10
%


For
the year ended December 31, 2000, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original
terms amounted to $88,366. The amounts that were included in interest income on such loans during 2000 were $39,073.

Total
non-performing assets were $1,612,000 at December 31, 2000, an increase of $794,000, compared to $818,000 at December 31, 1999, $806,000 at
December 31, 1998, $807,000 at December 31, 1997, and $361,000 at December 31, 1996. Non-performing assets had the following activity during 2000:
charge-offs of $8,000, transfers in of $1,128,000 and transfers out due to performance of $326,000. Non-performing assets had the following activity during 1999: sales of
$18,000, transfers in of $423,000 and transfers out due to performance of $393,000. Non-performing assets had the following activity during 1998: sales of $142,000, transfers in of
$389,000 and transfers out due to performance of $248,000. Non performing assets had the following activity during 1997: sales of $42,000, charge-offs of $35,000, payments of $80,000, and
net transfers to non-performing assets of $603,000. The increase in non-performing assets from 1999 to 2000 is primarily the result of a one-to-four
family purchased loan totaling $381,000 and four commercial loans totaling $95,000 that were behind on their payments by more than 90 days and the foreclosure of a
one-to-four family mortgage totaling $195,000.

Other Loans of Concern.In addition to the non-performing assets set forth in the
table above, as of December 31, 2000 there were $733,210 of loans with known information about the possible credit problems of the borrowers or the cash flows of the secured properties that
have caused management to have concerns as to the ability of the borrowers to comply with present loan repayment terms which may result in the future inclusion of such items in the
non-performing asset categories.

18

---

Management has considered the Bank's non-performing and "of concern" assets in establishing its allowance for loan losses.

Allowance for losses on loans.The following table sets forth an analysis of the Bank's
allowance for loan losses for the year ended:

|(Dollars in thousands)                                                                  |                     | 2000               |                   | 1999 |        | 1998 |        | 1997 |        | 1996 |       
|--------------------------------------------------------------------------------------- | ------------------- | ------------------ | ----------------- | ---- | ------ | ---- | ------ | ---- | ------ | ---- | ------
|Balance at beginning of year                                                            |                     | $                  | 3,273             |      | 3,041  |      | 2,748  |      | 2,341  |      | 2,191 
|MFC allowance for losses acquired                                                       |                     |                    | 0                 |      | 0      |      | 0      |      | 122    |      | 0     
|Provision for losses                                                                    |                     |                    | 180               |      | 240    |      | 310    |      | 300    |      | 300   
|Charge-offs                                                                             |                     |                    |                   |      |        |      |        |      |        |      |       
|                                                                                        | Real estate:        |                    |                   |      |        |      |        |      |        |      |       
|                                                                                        |                     | One-to-four family |                   |      | 0      |      | (1     | )    | (2     | )    | (4    
|                                                                                        |                     | Multi-family       |                   |      | 0      |      | 0      |      | 0      |      | 0     
|                                                                                        | Consumer            |                    |                   | (59  | )      | (9   | )      | (17  | )      | (7   | )     
|                                                                                        | Commercial business |                    |                   | (253 | )      | 0    |        | 0    |        | (12  | )     
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|                                                                                        |                     |                    | Total charge-offs |      |        | (312 | )      | (10  | )      | (19  | )     
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|Recoveries                                                                              |                     |                    |                   |      |        |      |        |      |        |      |       
|                                                                                        | Consumer            |                    |                   | 3    |        | 2    |        | 0    |        | 0    |       
|                                                                                        | Commercial business |                    |                   | 0    |        | 0    |        | 2    |        | 8    |       
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|                                                                                        |                     | Total recoveries   |                   |      | 3      |      | 2      |      | 2      |      | 8     
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|Net charge-offs                                                                         |                     |                    | (309              | )    | (8     | )    | (17    | )    | (15    | )    | (150  
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|Balance at end of year                                                                  |                     | $                  | 3,144             |      | 3,273  |      | 3,041  |      | 2,748  |      | 2,341 
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|Ratio of net charge-offs during the year to
  average loans outstanding during the year |                     |                    | 0.06              | %    | 0.00   | %    | 0.00   | %    | 0.01   | %    | 0.05  
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       
|Ratio of allowance for losses on loans to
  total non-performing loans, at end of year  |                     |                    | 221.87            | %    | 400.29 | %    | 385.79 | %    | 413.17 | %    | 691.84
|                                                                                        |                     |                    |                   |      |        |      |        |      |        |      |       

19

---

The distribution of the Bank's allowance for losses on loans at the dates indicated is summarized as follows:

|                    |                             | December 31, |    
|------------------- | --------------------------- | ------------ | ---
|
|
|Real Estate:        |                             |              |    
|                    | One-to-four family          |              | $  
|                    | Multi-family                |              |    
|                    | Commercial                  |              |    
|                    | Construction or development |              |    
|Consumer            |                             |              | 414
|Commercial business |                             |              | 665
|Unallocated         |                             |              | 442
|                    |                             |              |    
|                    | Total                       |              | $  
|                    |                             |              |    

20

---



The
allowance for losses on loans is established through a provision for losses on loans charged to earnings based on management's evaluation of the risk inherent in its entire loan
portfolio and changes in the nature and volume of its loan activity. Such evaluation, which includes a review of all loans of which full collectibility may not be reasonably assured, considers
specific occurrences, general and local economic conditions, loan portfolio composition, historical and local experience and other factors that warrant recognition in providing for an adequate
allowance for loan losses. In determining the general reserves under these policies, historical charge-offs and recoveries, changes in the mix and levels of the various types of loans, the
general level of non-performing assets and the anticipated net realizable values, the current loan portfolio and current economic conditions are considered. The Bank also requires
additional reserves for all classified loans.

While
management believes that it uses the best information available to determine the allowance for losses on loans, unforeseen market conditions could result in adjustments to the
allowance for losses on loans, and net earnings could be significantly affected, if circumstances differ substantially from the assumptions used in making the final determination. Refer to
Management's Discussion and Analysis on Allowances for Loan and Real Estate Losses and Non-performing Assets in the Annual Report.

Investment Activities

HMN and the Bank utilize the available for sale securities portfolio in virtually all aspects of asset/liability management strategy. In making investment
decisions, the Investment-Asset/Liability Committee considers, among other things, the yield and interest rate objectives, the credit risk position and the projected cash flow requirements.

The
Bank must maintain minimum levels of investments that qualify as liquid assets under OTS regulations. Liquidity may increase or decrease depending upon the availability of funds
and comparative yields on investments in relation to the return on loans. Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained. At
December 31, 2000, the Bank's liquidity ratio (liquid assets as a percentage of net withdrawable savings deposits and current borrowings) was 16.4%. The Bank's level of liquidity is a result of
management's asset/liability strategy. See "RegulationLiquidity."

Securities.Federally chartered savings institutions have the authority to invest in various
types of liquid assets, including United States Treasury obligations, securities of various federal agencies, certain
certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds. Subject to various restrictions, federally chartered savings
institutions may also invest their assets in commercial paper, investment grade corporate debt securities and mutual funds whose assets conform to the investments that a federally chartered savings
institution is otherwise authorized to make directly.

The
investment strategy of HMN and the Bank has been directed toward a mix of high-quality assets (primarily government and agency obligations) with short and intermediate
terms to maturity. At December 31, 2000, HMN did not own any investment securities of a single issuer which exceeded 10% of HMN's stockholder's equity other than U.S. government or federal
agency obligations.

The
Bank invests a portion of its liquid assets in interest-earning overnight deposits of the Federal Home Loan Bank of Des Moines ("FHLB") and various money market mutual funds.
Other investments include high grade medium-term (up to three years) corporate debt securities, medium-term federal agency notes, and a variety of other types of mutual funds
which invest in adjustable-rate, mortgage-backed securities, asset-backed securities, repurchase agreements and U.S. Treasury and agency obligations. HMN invests in the same type of
investment securities as the Bank and also invests in taxable and tax exempt municipal obligations and corporate equities such as preferred and common stock. See Note 3 of the Notes to
Consolidated Financial Statements in the Annual Report for additional information regarding HMN's securities portfolio.

21

---

The following table sets forth the composition of HMN's securities portfolio, excluding mortgage-backed and related securities, at the dates indicated.

|                                                                                                                             |                                        | December 31,                               |          
|---------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------ | ---------
|
|
|Securities available for sale:                                                                                               |                                        |                                            |          
|                                                                                                                             | U.S. government and agency obligations |                                            | $        
|                                                                                                                             | U.S. Treasury obligations              |                                            |          
|                                                                                                                             | Municipal obligations                  |                                            |          
|                                                                                                                             | Corporate debt                         |                                            |          
|                                                                                                                             | Corporate equity(1)                    |                                            |          
|                                                                                                                             | Stock of federal agencies(1)           |                                            |          
|                                                                                                                             |                                        |                                            |          
|                                                                                                                             |                                        | Subtotal                                   |          
|FHLB stock                                                                                                                   |                                        |                                            | 12,245   
|                                                                                                                             |                                        |                                            |          
|                                                                                                                             |                                        | Total investment securities and FHLB stock |          
|                                                                                                                             |                                        |                                            |          
|Average remaining life of investment securities excluding FHLB stock                                                         |                                        |                                            | 4.3 years
|Other Interest-earning Assets:                                                                                               |                                        |                                            |          
|                                                                                                                             | Cash equivalents                       |                                            |          
|                                                                                                                             |                                        |                                            |          
|                                                                                                                             |                                        | Total                                      |          
|                                                                                                                             |                                        |                                            |          
|Average remaining life or term to repricing of investment securities and other interest-earning assets, excluding FHLB stock |                                        |                                            | 3.7 years

---

22

---



The
composition and maturities of the securities portfolio, excluding FHLB stock, mortgage-backed and other related securities, are indicated in the following table.

|                               |                            | December 31, 2000 |       |       |        |       
|------------------------------ | -------------------------- | ----------------- | ----- | ----- | ------ | ------
|
|
|Securities available for sale: |                            |                   |       |       |        |       
|                               | U.S. government securities |                   | $     | 0     |        | 20,037
|                               | U.S. Treasuries            |                   |       | 1,482 |        | 0     
|                               | Municipal obligations      |                   |       | 0     |        | 0     
|                               | Corporate debt             |                   |       | 4,511 |        | 11,724
|                               | Corporate equity           |                   |       | 0     |        | 0     
|                               | Stock of federal agencies  |                   |       | 0     |        | 0     
|                               |                            |                   |       |       |        |       
|Total stock                    |                            | $                 | 5,993 |       | 31,761 |       
|                               |                            |                   |       |       |        |       
|Weighted average yield(1)      |                            |                   | 6.78  | %     | 6.39   | %     

---

23

---

Mortgage-Backed and Related Securities.In order to supplement loan production
(particularly those of interest rate sensitive loans) and achieve its asset/liability management goals, HMN invests in mortgage-
backed and related securities. All of the mortgage-backed and related securities owned by HMN are issued, insured or guaranteed either directly or indirectly by a federal agency or are rated "AA" or
higher. HMN had $75.4 million of mortgage-backed and related securities all classified as available for sale at December 31, 2000, a decrease of $25.4 million from
$100.8 million at December 31, 1999, compared to $143.1 million at December 31, 1998.

The
contractual maturities of the mortgage-backed and related securities portfolio without any prepayment assumptions at December 31, 2000 is as follows:

|(Dollars in thousands)         |                                          | 5 Years
or Less |   | 5 to 10
Years |   | 10 to 20
Years |       | Over 20
Years |       | December 31,
2000
Balance
Outstanding |       
|------------------------------ | ---------------------------------------- | --------------- | - | ------------- | - | -------------- | ----- | ------------- | ----- | ------------------------------------- | ------
|Securities available for sale: |                                          |                 |   |               |   |                |       |               |       |                                       |       
|                               | Federal Home Loan Mortgage Corporation   |                 | $ | 0             |   | 358            |       | 2,099         |       | 1,863                                 |       
|                               | Federal National Mortgage Association    |                 |   | 0             |   | 0              |       | 0             |       | 259                                   |       
|                               | Government National Mortgage Association |                 |   | 7             |   | 0              |       | 74            |       | 0                                     |       
|                               | Other mortgage-backed securities         |                 |   | 0             |   | 0              |       | 0             |       | 0                                     |       
|                               | Collateralized Mortgage Obligations      |                 |   | 0             |   | 2,367          |       | 6,112         |       | 62,241                                |       
|                               |                                          |                 |   |               |   |                |       |               |       |                                       |       
|                               |                                          | Total           |   | $             | 7 |                | 2,725 |               | 8,285 |                                       | 64,363
|                               |                                          |                 |   |               |   |                |       |               |       |                                       |       
|                               | Weighted average yield                   |                 |   | 9.00          | % | 6.20           | %     | 6.69          | %     | 7.87                                  | %     

At
December 31, 2000, HMN did not have any non-agency mortgage-backed or related securities in excess of 10% of its stockholders' equity.

CMOs
are securities derived by reallocating the cash flows from mortgage-backed securities or pools of mortgage loans in order to create multiple classes, or tranches, of securities
with coupon rates and average lives that differ from the underlying collateral as a whole. The terms to maturity of any particular tranche is dependent upon the prepayment speed of the underlying
collateral as well as the structure of the particular CMO. Although a significant proportion of HMN's CMOs are in tranches which have been structured (through the use of cash flow priority and
"support" tranches) to give somewhat more predictable cash flows, the cash flow and hence the value of CMOs is subject to change.

At
December 31, 2000, HMN had $58.2 million invested in CMOs which have floating interest rates that change either monthly or quarterly, compared to $68.0 million
at December 31, 1999 and $94.5 million at December 31, 1998.

Refer
to Management's Discussion and AnalysisMarket Risk in the Annual Report for information on changes in market value of the mortgage-backed or related securities
under different rate shock environments.

Mortgage-backed
and related securities can serve as collateral for borrowings and, through sales and repayments, as a source of liquidity. In addition, mortgage-backed and related
securities available for sale can be sold to respond to changes in economic conditions.

24

---

Sources of Funds

General.The Bank's primary sources of funds are deposits, payments (including prepayments) of
loan principal, interest earned on loans and securities, repayments of securities, borrowings and other funds provided from operations.

Deposits.The Bank offers a variety of deposit accounts having a wide range of interest rates
and terms. The Bank's deposits consist of passbook, negotiable order of withdrawal (NOW), money market, non-interest bearing checking and certificate accounts (including individual
retirement accounts) to retail consumers and commercial business accounts. The Bank relies primarily on competitive pricing policies and customer service to attract and retain these deposits.

The
variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. As customers
have become more interest rate conscious, the Bank has become more susceptible to short-term fluctuations in deposit flows. The Bank manages the pricing of its deposits in keeping with its
asset/liability management, profitability and growth objectives. Based on its experience, the Bank believes that its passbook and NOW accounts are relatively stable sources of deposits. However, the
ability of the Bank to attract and maintain certificate deposits, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

The
following table sets forth the savings flows at the Bank during the periods indicated.

|                            |                | Year Ended December 31, |         
|--------------------------- | -------------- | ----------------------- | --------
|
|Opening balance             |                | $                       | 400,382 
|Deposits                    |                |                         | 785,319 
|Withdrawals                 |                |                         | (780,460
|Interest credited           |                |                         | 16,450  
|                            |                |                         |         
|                            | Ending balance |                         |         
|                            |                |                         |         
|Net increase (decrease)     |                | $                       | 21,309  
|                            |                |                         |         
|Percent increase (decrease) |                |                         | 5.32    
|                            |                |                         |         

25

---

The following table sets forth the dollar amount of savings deposits in the various types of deposit programs offered by the Bank as of December 31:

|                                      |                        | 2000 |         | 1999    |       | 1998   |  
|------------------------------------- | ---------------------- | ---- | ------- | ------- | ----- | ------ | -
|
|Transactions and Savings Deposits(1): |                        |      |         |         |       |        |  
|Non-interest checking                 |                        | $    | 12,923  |         | 3.07  | %      | $
|NOW Accounts1.00%(2)                 |                        |      | 33,068  |         | 7.84  |        |  
|Passbook Accounts2.00%(3)            |                        |      | 32,742  |         | 7.76  |        |  
|Money Market Accounts3.96%(4)        |                        |      | 34,427  |         | 8.16  |        |  
|                                      |                        |      |         |         |       |        |  
|                                      | Total Non-Certificates |      | $       | 113,160 |       | 26.83  | %
|                                      |                        |      |         |         |       |        |  
|Certificates:                         |                        |      |         |         |       |        |  
|2.00 - 2.99%                          |                        | $    | 244     |         | 0.06  | %      | $
|3.00 - 3.99%                          |                        |      | 15,884  |         | 3.77  |        |  
|4.00 - 4.99%                          |                        |      | 38,420  |         | 9.11  |        |  
|5.00 - 5.99%                          |                        |      | 52,714  |         | 12.50 |        |  
|6.00 - 6.99%                          |                        |      | 159,765 |         | 37.89 |        |  
|7.00 - 7.99%                          |                        |      | 41,504  |         | 9.84  |        |  
|8.00 - 8.99%                          |                        |      | 0       |         | 0.00  |        |  
|9.00 - 9.99%                          |                        |      | 0       |         | 0.00  |        |  
|10.00% and over                       |                        |      | 0       |         | 0.00  |        |  
|                                      |                        |      |         |         |       |        |  
|Total Certificates                    |                        |      | 308,531 |         | 73.17 |        |  
|                                      |                        |      |         |         |       |        |  
|                                      | Total Deposits         |      | $       | 421,691 |       | 100.00 | %
|                                      |                        |      |         |         |       |        |  

---

26

---



The
following table shows rate and maturity information for the Bank's certificates of deposit as of December 31, 2000.

|(Dollars in thousands)                           |                  | 2.00-
2.99% |     | 3.00-
3.99% |       | 4.00-
4.99% |       | 5.00-
5.99% |        | 6.00-
6.99% |        | 7.00-
7.99% |        | 8.00-
8.99% |   | 9.00-
9.99% |   | Total |        | Percent
of Total |      
|------------------------------------------------ | ---------------- | ----------- | --- | ----------- | ----- | ----------- | ----- | ----------- | ------ | ----------- | ------ | ----------- | ------ | ----------- | - | ----------- | - | ----- | ------ | ---------------- | -----
|Certificate accounts maturing in quarter ending: |                  |             |     |             |       |             |       |             |        |             |        |             |        |             |   |             |   |       |        |                  |      
|March 31, 2001                                   |                  |             | 34  |             | 5,556 |             | 7,843 |             | 11,507 |             | 28,018 |             | 847    |             | 0 |             | 0 |       | 53,805 |                  | 17.44
|June 30, 2001                                    |                  |             | 137 |             | 3,460 |             | 5,308 |             | 10,103 |             | 33,958 |             | 576    |             | 0 |             | 0 |       | 53,542 |                  | 17.35
|September 30, 2001                               |                  |             | 17  |             | 2,088 |             | 5,120 |             | 7,012  |             | 12,661 |             | 5,173  |             | 0 |             | 0 |       | 32,071 |                  | 10.39
|December 31, 2001                                |                  |             | 15  |             | 4,412 |             | 3,425 |             | 3,733  |             | 38,838 |             | 12,144 |             | 0 |             | 0 |       | 62,567 |                  | 20.28
|March 31, 2002                                   |                  |             | 13  |             | 4     |             | 3,535 |             | 2,288  |             | 40,982 |             | 11,664 |             | 0 |             | 0 |       | 58,486 |                  | 18.96
|June 30, 2002                                    |                  |             | 6   |             | 5     |             | 2,640 |             | 824    |             | 1,955  |             | 254    |             | 0 |             | 0 |       | 5,684  |                  | 1.84 
|September 30, 2002                               |                  |             | 6   |             | 58    |             | 2,532 |             | 535    |             | 797    |             | 731    |             | 0 |             | 0 |       | 4,659  |                  | 1.51 
|December 31, 2002                                |                  |             | 1   |             | 251   |             | 2,113 |             | 349    |             | 1,201  |             | 4      |             | 0 |             | 0 |       | 3,919  |                  | 1.27 
|March 31, 2003                                   |                  |             | 1   |             | 6     |             | 302   |             | 1,514  |             | 782    |             | 0      |             | 0 |             | 0 |       | 2,605  |                  | 0.84 
|June 30, 2003                                    |                  |             | 0   |             | 39    |             | 512   |             | 1,280  |             | 42     |             | 0      |             | 0 |             | 0 |       | 1,873  |                  | 0.61 
|September 30, 2003                               |                  |             | 5   |             | 0     |             | 1,387 |             | 1,801  |             | 111    |             | 0      |             | 0 |             | 0 |       | 3,304  |                  | 1.07 
|December 31, 2003                                |                  |             | 3   |             | 0     |             | 1,110 |             | 3,329  |             | 193    |             | 0      |             | 0 |             | 0 |       | 4,635  |                  | 1.50 
|Thereafter                                       |                  |             | 6   |             | 5     |             | 2,593 |             | 8,439  |             | 227    |             | 10,111 |             | 0 |             | 0 |       | 21,381 |                  | 6.94 
|                                                 |                  |             |     |             |       |             |       |             |        |             |        |             |        |             |   |             |   |       |        |                  |      
|                                                 | Total            |             | $   | 244         |       | 15,884      |       | 38,420      |        | 52,714      |        | 159,765     |        | 41,504      |   | 0           |   | 0     |        | 308,531          |      
|                                                 |                  |             |     |             |       |             |       |             |        |             |        |             |        |             |   |             |   |       |        |                  |      
|                                                 | Percent of total |             |     | 0.08        | %     | 5.15        | %     | 12.45       | %      | 17.09       | %      | 51.78       | %      | 13.45       | % | 0.00        | % | 0.00  | %      | 100.00           | %    
|                                                 |                  |             |     |             |       |             |       |             |        |             |        |             |        |             |   |             |   |       |        |                  |      

27

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The following table indicates the amount of the Bank's certificates of deposit and other deposits by time remaining until maturity as of December 31, 2000.

|                                            |                               | Maturity |        |       
|------------------------------------------- | ----------------------------- | -------- | ------ | ------
|
|Certificates of deposit less than $100,000  |                               | $        | 44,192 |       
|Certificates of deposit of $100,000 or more |                               |          | 5,388  |       
|Public funds less than $100,000(1)          |                               |          | 0      |       
|Public funds of $100,000 or more(1)         |                               |          | 4,225  |       
|                                            |                               |          |        |       
|                                            | Total certificates of deposit |          | $      | 53,805
|                                            |                               |          |        |       
|Passbook of $100,000 or more                |                               | $        | 1,149  |       
|Accounts of $100,000 or more                |                               | $        | 10,762 |       

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For
additional information regarding the composition of the Bank's deposits, see Note 11 of the Notes to Consolidated Financial Statements in the Annual Report. For additional
information on certificate maturities and the impact on HMN's liquidity see Liquidity starting on page 23 of the Annual Report.

Borrowings.The Bank's other available sources of funds include advances from the FHLB and
other borrowings. As a member of the FHLB, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances from the FHLB. Each FHLB credit program has its own interest
rate, which may be fixed or variable, and range of maturities. The FHLB may prescribe the acceptable uses for these advances, as well as limitations on the size of the advances and repayment
provisions. Consistent with its asset/liability management strategy, the Bank has utilized FHLB advances from time to time to extend the term to maturity of its liabilities. Also, the Bank has used
FHLB borrowings to fund loan demand and other investment opportunities and to offset deposit outflows. At December 31, 2000, the Bank had $221.9 million of FHLB advances outstanding. On
such date, the Bank had a collateral pledge arrangement with the FHLB of Des Moines pursuant to which the Bank may borrow up to an additional $27.1 million for liquidity purposes. See
Note 12 of the Notes to Consolidated Financial Statements in the Annual Report.

At
December 31, 2000, HMN had an undrawn $2.5 million revolving line of credit with Wells Fargo Bank Minnesota, N.A. The credit line matures September 30,
2001 and floats at the Federal Funds rate plus 250 basis points. See Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.

28

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The following table sets forth the maximum month-end balance and average balance of FHLB advances and the revolving line of credit ("Other Borrowings") for the periods
indicated.

|                 |                                                 | Year Ended December 31,
|---------------- | ----------------------------------------------- | -----------------------
|
|Maximum Balance: |                                                 |                        
|                 | FHLB advances and Other Borrowings              |                        
|                 | FHLB short-term borrowings and Other Borrowings |                        
|Average Balance: |                                                 |                        
|                 | FHLB advances and Other Borrowings              |                        
|                 | FHLB short-term borrowings and Other Borrowings |                        

The
following table sets forth certain information as to the Bank's FHLB advances at the dates indicated.

|                                                                                  |  | December 31, |       
|--------------------------------------------------------------------------------- |  | ------------ | ------
|
|FHLB short-term borrowings and Other Borrowings                                   |  | $            | 38,000
|Weighted average interest rate of FHLB short-term borrowings and Other Borrowings |  |              | 6.79  

Service Corporations of the Bank

As a federally chartered savings bank, the Bank is permitted by OTS regulations to invest up to 2% of its assets in the stock of, or loans to, service
corporation subsidiaries, and may invest an additional 1% of its assets in service corporations where such additional funds are used for inner-city or community development purposes. In
addition to investments in service corporations, federal institutions are permitted to invest an unlimited amount in operating subsidiaries engaged solely in activities in which a federal savings bank
may engage directly.

Osterud
Insurance Agency, Inc. (OAI), a Minnesota corporation, was organized in 1983. OAI operated as an insurance agency until 1986 when its assets were sold. OAI remained
inactive until 1993 when it began offering credit life insurance, annuity products and mutual fund products to the Bank's customers and others. OAI recorded net income of $31,400 for the year ended
December 31, 2000.

MSL
Financial Corporation (MSL) was acquired in the MFC merger. MSL offered annuity products to MFC customers and also has an investment in FHLMC preferred stock. On April 30,
1999, MSL was liquidated and $151,000 of assets and $3,100 of liabilities were transferred to the Bank.

Competition

The Bank faces strong competition both in originating real estate loans and in attracting deposits. Competition in originating loans comes primarily from
mortgage bankers, commercial banks, credit unions and other savings institutions, which also make loans secured by real estate located in the Bank's market area and through internet banking operations
which are throughout the continental United States. The Bank competes for loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates and the
quality of services it provides to borrowers.

Competition
for deposits is principally from money market and mutual funds, securities firms, commercial banks

29

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and
other savings institutions located in the same communities and through internet banking operations which are throughout the continental United States. The ability of the Bank to attract and retain
deposits depends on its ability to provide an investment opportunity that satisfies the requirements of investors as to rate of return, liquidity, risk, convenient locations and other factors. The
Bank competes for these deposits by offering a variety of deposit accounts at competitive rates, convenient business hours and a customer oriented staff.

HFMS
faces strong competition both in originating one-to-four family residential real estate loans and purchasing one-to-four family
loans from third party originators for resale in the secondary market. HFMS currently competes primarily in Minnesota and the states surrounding Minnesota with Wells Fargo Home Mortgage, Principal
Residential Mortgage, Inc. and many other purchasers of loan located in the Minneapolis-St. Paul metropolitan area and the numerous communities surrounding the metropolitan area.
HFMS competes for the one-to-four family loan originations based upon interest rates and fees it charges to prospective borrowers. HFMS competes for the purchase of loans
primarily based upon the price it pays for loans including the servicing release premium it pays plus the fees it charges for services provided to it customers.

Other Corporations Owned by HMN

During 2000 HMN had two other wholly owned subsidiaries, HMN Mortgage Services, Inc. (MSI) and Security Finance Corporation (SFC). On January 23,
2001 all of the stock of MSI was sold to Home Federal Savings Bank and on January 31, 2001 it was merged into Home Federal Mortgage Services LLC. HFMS operates a mortgage banking and mortgage
brokerage facility located in Brooklyn Park, Minnesota. Brooklyn Park is located in the Minneapolis/St. Paul Metropolitan area. HFMS's primary function is to originate and/or purchase single family
residential loans for resale on the secondary market to FNMA, FHLMC or other third parties. It also, from time to time, purchases mortgage servicing rights from other lenders. SFC invests in
commercial loans and commercial real estate loans located throughout the United States which were originated by third parties. During 2000 SFC sold the majority of its investments and loans to the
Bank and has discontinued purchasing loans.

Employees

At December 31, 2000, HMN had a total of 151 full-time equivalent employees. None of the employees of HMN or its subsidiaries are
represented by any collective bargaining unit. Management considers its employee relations to be good.

REGULATION

Regulation And Supervision

The banking industry is highly regulated. HMN, as a savings and loan holding company, is subject to regulation by the Office of Thrift Supervision (OTS). The
Bank, a federal savings bank, is subject to extensive regulation and examination by the OTS, which is the Bank's primary federal regulator. The Federal Deposit Insurance Corporation (FDIC) also has
limited authority to regulate the Bank. Subsidiaries of HMN and the Bank are also subject to state regulation and/or licensing in connection with certain insurance or mortgage banking activities. HMN
and the Bank are subject to numerous laws and regulations. These laws and regulations impose restrictions on activities, set minimum capital requirements, impose lending and deposit restrictions and
establish other restrictions. References in this section to applicable statutes and regulations are brief and incomplete summaries only. You should consult the statutes and regulations for a full
understanding of the details of their operation.

Holding Company Regulation

If a holding company owns more than one savings association, it is a multiple savings and loan holding company (SLHC); if it owns only one savings association,
it is a unitary SLHC. HMN is a unitary savings and loan holding company. The Home Owners Loan Act (HOLA) generally limits multiple SLHCs and their non-association

30

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subsidiaries to traditional savings association activities and services and to activities authorized for bank holding companies. Unitary SLHCs, in the past, have not been subject to restrictions on
the activities that could be conducted by holding companies.See"Recent Developments" for more on unitary SLHCs.

Acquisitions by Savings and Loan Holding Companies.Acquisition of a savings institution or a savings and loan holding
company is generally subject to OTS approval and the public must have an opportunity to comment on the proposed acquisition. Without prior approval from the OTS, HMN may
not acquire more than 5% of the voting stock of any savings institution that is not one of its subsidiaries.

Annual Reporting; Examinations.Under HOLA and OTS regulations HMN, as a savings and loan holding company, must file
periodic reports with the OTS. In addition, HMN must comply with OTS recordkeeping requirements. HMN is subject to holding company examination by the OTS. The OTS may take enforcement action if the
activities of a savings and loan holding company constitute a serious risk to the financial safety, soundness or stability of a subsidiary savings association.

Commonly Controlled Depository Institutions; Affiliate Transactions.Depository institutions are "commonly controlled"
if they are controlled by the same holding company or if one depository institution controls another depository institution. HMN controls the Bank. The FDIC has authority to require
FDIC-insured banks and savings associations to reimburse the FDIC for losses it incurs in connection either with the default of a "commonly controlled" depository institution or with the
FDIC's provision of assistance to such an institution.

The
Bank, as a holding company subsidiary that is a depository institution, is subject to both qualitative and quantitative limitations on transactions with HMN and its other
subsidiaries.See"Federal Restrictions on Transactions with Affiliates" below.

Capital Adequacy.HMN is not subject to any regulatory capital requirements, the Bank is subject to various capital
requirements. See "Capital Requirements" below.

Bank Regulation

As a federally-chartered savings association, the Bank is subject to regulation and supervision by the OTS. Federal statutes empower federal savings
institutions, such as the Bank, to conduct, subject to various conditions and limitations, business activities that include: accepting deposits and paying interest on them; making loans on residential
and other real estate; making a limited amount of consumer loans; making a limited amount of commercial loans; investing in corporate obligations, government debt securities, and other securities; and
offering various trust and banking services to their customers.

OTS
regulations further delineate such institutions' lending and investment powers. Savings associations are expected to conduct lending activities in a prudent, safe and sound
manner. OTS regulations set
aggregate limits on certain types of loans including commercial loans and consumer loans. OTS regulations also establish limits on loans to a single borrower. As of December 31, 2000, the
Bank's loan limit to one borrower was approximately $7.9 million. Federal savings institutions generally may not invest in noninvestment-grade debt securities. Federal savings institutions may
establish subsidiaries to conduct any activity the institution is authorized to conduct and may establish service corporation subsidiaries for limited preapproved activities.

Qualified Thrift Lender Test.Savings associations, including the Bank, must be qualified thrift lenders
("QTL"). A savings association generally satisfies the QTL test if at least 65% of a specified asset base consists of things such as loans to small businesses, credit card loans; and
certain assets related to domestic residential real estate. Savings associations may qualify as QTLs in other ways. Savings associations that do not qualify as QTLs are subject to significant
restrictions on their operations. As of December 31, 2000, the Bank met the QTL test.

31

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OTS Assessments.HOLA authorizes the OTS to charge assessments to recover the costs of examining savings associations
and their affiliates. The assessment is done semi-annually. The OTS bases the assessment on three factors: 1) asset size; 2) condition; and 3) complexity of the
institution. The Bank's OTS assessment for the year ended December 31, 2000, was approximately $130,000.

Federal Restrictions on Transactions with Affiliates.All banks and savings institutions are subject to affiliate and
insider transaction rules applicable to member banks of the Federal Reserve System set forth in Sections 23A, 23B, 22(g) and 22(h) of the Federal Reserve Act, as well as such additional limitations as
the institution's primary federal regulator may adopt. These provisions prohibit or limit a savings institution from extending credit to, or entering into certain transactions with affiliates,
principal stockholders, directors and executive officers of the savings institution and its affiliates. For these purposes, the term "affiliate" generally includes a holding company such as HMN and
any company under common control with the savings institution. Section 23A limits transactions with any one affiliate to 10% of the bank's capital and surplus. In addition, the federal law
governing unitary savings and loan holding companies prohibits the Bank from making any loan to any affiliate whose activity is not permitted for a subsidiary of a bank holding company. This law also
prohibits the Bank from making any equity investment in any affiliate that is not its subsidiary.

Restrictions on Subsidiary Savings Institution Dividends.Federal law limits the ability of a depository institution,
such as, the Bank to pay dividends or make other capital distributions. Associations (such the Bank) that are subsidiaries of a savings and loan holding company must file a notice with the OTS
at least 30 days before the proposed declaration of a dividend or approval of the proposed capital distribution by its board of directors. In addition, a savings association must obtain prior
approval from
the OTS if it fails to meet certain regulatory conditions. In March of 2000, the Bank received notification from the OTS that subject to certain restrictions (which could only be calculated at the
time of distribution) a dividend from the Bank to HMN of $3.0 million could be paid during 2000 without violating the dividend limitations mentioned above.

FDIC Insurance

The FDIC insures the deposits of the Bank. The FDIC administers two separate deposit insurance funds, the Bank Insurance Fund (BIF) and the Savings Association
Insurance Fund (SAIF). The BIF is a deposit insurance fund for commercial banks and some state-chartered savings banks. The SAIF is a deposit insurance fund for most savings associations. The Bank is
a member of the SAIF.

The
FDIC has established a risk-based system for setting deposit insurance assessments. Under the risk-based assessment system, an institution's insurance
assessments vary according to the level of capital the institution holds and the degree to which it is the subject of supervisory concern. In addition, regardless of the potential risk to the
insurance fund, federal law requires the FDIC to establish assessment rates that will maintain each insurance fund's ratio of reserves to insured deposits at $1.25 per $100. Both funds currently
exceed this reserve ratio. During 2000, the assessment rate for both SAIF and BIF deposits ranged from zero to 0.27% of covered deposits.The Bank
qualified for the lowest rate on SAIF deposits in 2000. Accordingly, the Bank did not pay any deposit insurance assessments in 2000.

In
addition to deposit insurance assessments, the FDIC is authorized to collect assessments against insured deposits to be paid to the Finance Corporation (FICO) to service FICO debt
incurred in the 1980s. The FICO assessment rate is adjusted quarterly.

Before
2000, the FICO assessment rate for SAIF-insured deposits was significantly higher than the rate for BIF-insured deposits. The average annual assessment
rate in 1999 was approximately 6 cents per $100 of SAIF-insured deposits. Beginning in 2000, the annualized rate is estimated to be approximately 2.5 cents per $100 of insured deposits. In
2000 the Bank paid an assessment of approximately $83,000.

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Capital Requirements

Since 1989 the federal bank regulators, including the OTS, have had a risk-based capital framework in place. The regulators use a combination of
risk-based guidelines and leverage ratios to evaluate capital adequacy.

The
following table sets forth the current regulatory requirement for capital ratios for savings associations as compared with our capital ratios at December 31, 2000:

|                   |  | Core or Tier 1
Capital to Adjusted
Total Assets |      | Tangible Capital to
Adjusted
Total Assets |   | Core or Tier 1
Capital to Risk-
Weighted Assets |   | Total Capital to
Risk-Weighted
Assets |  
|------------------ |  | ----------------------------------------------- | ---- | ----------------------------------------- | - | ----------------------------------------------- | - | ------------------------------------- | -
|Regulatory Minimum |  | 3.00                                            | %(1) | 1.50                                      | % | 4.00                                            | % | 8.00                                  | %
|The Bank's Actual  |  | 7.07                                            |      | 7.07                                      |   | 11.19                                           |   | 11.88                                 |  

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Capital Categories and Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act ("FDICIA") created a statutory framework that increased the importance of meeting applicable capital
requirements. FDICIA established five capital categories: (1) well-capitalized; (2) adequately capitalized; (3) undercapitalized; (4) significantly
undercapitalized; and (5) critically undercapitalized.

An
institution's category depends upon where its capital levels are in relation to relevant capital measures, which include a risk-based capital measure, a leverage ratio
capital measure, and certain other factors. The federal banking agencies (including the OTS) adopted regulations that implement this statutory framework. Under these regulations, an institution is
treated as well-capitalized if its ratio of total capital to risk-weighted assets is 10.00% or more, its ratio of core capital to risk-weighted assets is 6.00% or
more, its ratio of core capital to adjusted total assets (leverage ratio) is 5.00% or more, and it is not subject to any federal supervisory order or directive to meet a specific capital level. In
order to be adequately capitalized, an institution must have a total risk-based capital ratio of not less than 8.00%, a Tier 1 risk-based capital ratio of not less than 4.00%,
and a leverage ratio of not less than 4.00%. Any institution that is neither well capitalized nor adequately capitalized will be considered undercapitalized. The activities in which a depository
institution may engage and regulatory responsibilities of federal banking regulators vary depending upon whether an institution is well-capitalized, adequately capitalized or under
capitalized. Under capitalized institutions are subject to various restrictions such as limitations on dividends and growth. The Bank currently is considered well capitalized.

Other Regulations and Examination Authority

The FDIC has adopted regulations to protect the deposit insurance funds and depositors, including regulations governing the deposit insurance of various forms
of accounts. Federal regulation of depository institutions is intended for the protection of depositors (and the BIF and the SAIF), and not for the protection of stockholders or other creditors. In
addition, a provision in the Omnibus Budget Reconciliation Act of 1993 requires that in any liquidation or other resolution of any FDIC-insured depository institution, claims for
administrative expenses of the receiver and for deposits in U.S. branches (including claims of the FDIC as subrogee of the insured institution) shall have priority over the claims of general unsecured
creditors.

33

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The OTS may sanction any OTS-regulated bank that does not operate in accordance with OTS regulations, policies and directives. The FDIC has additional authority to
terminate insurance of accounts, after notice and hearing, upon a finding that the insured institution is or has engaged in any unsafe or unsound practice that has not been corrected, is operating in
an unsafe or unsound condition, or has violated any applicable law, regulation, rule, or order of or condition imposed by the FDIC.

Federal Home Loan Bank ("FHLB") System

The Bank is a member of the FHLB, which is one of the 12 regional Federal Home Loan Banks ("FHB"), that administers the home financing credit function of
savings associations. Each FHB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of
the FHB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the FHB. These policies and procedures are subject to the
regulation and oversight of the Federal Housing Financing Board. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHB. Long-term
advances are required to be used for residential home financing and small business and agricultural loans.

As
a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines. As of December 31, 2000, the Bank had $12.2 million in FHLB stock, which was
in compliance with this requirement. In past years, the Bank has received dividends on its FHLB stock. Over the past five calendar years such dividends have averaged approximately 6.7%.

Federal Reserve Regulation

Under Federal Reserve Board regulations, the Bank is required to maintain reserves against transaction accounts (primarily interest-bearing and
non-interest-bearing checking accounts). Because reserves must generally be maintained in cash or in non-interest-bearing accounts, the effect of the reserve requirements is to
increase an institution's cost of funds. These regulations generally require that the Bank maintain reserves against net transaction accounts. The reserve levels are subject to adjustment by the
Federal Reserve Board. A savings bank, like other depository institutions maintaining reservable accounts, may, under certain conditions, borrow from the Federal Reserve Bank discount window.

Numerous
other regulations promulgated by the Federal Reserve Board affect the business operations of the Bank. These include regulations relating to equal credit opportunity,
electronic fund transfers, collection of checks, truth in lending, truth in savings and availability of funds.

Community Reinvestment Act

The Community Reinvestment Act (CRA) requires financial institutions regulated by the federal financial supervisory agencies to ascertain and help meet the
credit needs of their delineated communities, including low-to moderate-income neighborhoods within those communities, while maintaining safe and sound banking practices. The regulatory
agency assigns one of four possible ratings to an institution's CRA performance and is required to make public an institution's rating and written evaluation. The four possible ratings of meeting
community credit needs are outstanding, satisfactory, needs improvement and substantial noncompliance. The Bank's last CRA exam was December 10, 1999 and the Bank received a "satisfactory"
rating.

Under
regulations that apply to all CRA performance evaluations after July 1, 1997, many factors play a role in assessing a financial institution's CRA performance. The
institution's regulator must consider its financial capacity and size, legal impediments, local economic conditions and demographics, including the competitive environment in which it operates. The
evaluation does not rely on absolute standards, and the institutions are not required to perform specific activities or to provide specific amounts or types of credit. The Bank maintains a CRA
statement for public viewing, as

34

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well as an annual CRA highlights document. These documents describe the Bank's credit programs and services, community outreach activities, public comments and other efforts to meet community credit
needs.

Recent Developments

In November 1999, the President signed into law the Gramm-Leach-Bliley Act, or GLB Act, which significantly changed the regulatory structure and
oversight of the financial services industry. The GLB Act revises the Bank Holding Company Act of 1956 (BHC Act) and the Home Owners Loan Act (HOLA) and repeals the affiliation provisions of the
Glass-Steagall Act of 1933, permitting a qualifying holding company, called a financial holding company, to engage in a full range of financial activities, including banking, insurance, and securities
activities, as well as merchant banking and additional activities that are "financial in nature" or "incidental" to such financial activities. Savings and loan holding companies are similarly
authorized to engage in activities that are financial in nature. The GLB Act thus provides expanded financial affiliation opportunities for existing holding companies and permits various
non-bank financial services providers to acquire banks and thrifts by allowing holding companies to engage in activities such as securities underwriting, and underwriting and brokering of
insurance products. The GLB Act also expands passive investments by financial holding companies in any type of company, financial or nonfinancial, through merchant banking and insurance company
investments. In order for a bank holding company to qualify as a financial holding company, its subsidiary depository institutions must be "well-capitalized" and "well-managed"
and have at least a "satisfactory" Community Reinvestment Act rating.

The
GLB Act reforms the regulatory framework of the financial services industry. Under the GLB Act, financial holding companies are subject to primary supervision by the Federal
Reserve Board and savings and loan holding companies are subject to supervision by the OTS. Current federal and state regulators of financial holding company regulated subsidiaries such as insurers,
broker-dealers, investment companies and banks generally retain their jurisdiction and authority. In order to implement its underlying purposes, the GLB Act preempts state laws restricting the
establishment of financial affiliations authorized or permitted under the GLB Act, subject to specified exceptions for state insurance regulators. With regard to securities laws, the GLB Act removes
the current blanket exemption for banks from the broker-dealer registration requirements under the Securities Exchange Act of 1934, amends the Investment Company Act of 1940 with respect to bank
common trust fund and mutual fund activities, and amends the Investment Advisers Act of 1940 to require registration of banks that act as investment advisers for mutual funds. The GLB Act also
includes provisions concerning subsidiaries of banks, permitting a national bank to engage in most financial activities through a financial subsidiary, provided that the bank and its depository
institution affiliates meet certain qualification requirements relating to capital, management, total assets, subordinated debt, capital, risk management, and affiliate transactions.

The
GLB Act adopts a number of provisions relating to capitalization, membership, corporate governance and other measures designed to modernize the Federal Home Loan Bank System. The
GLB Act also restricts the powers of new unitary savings and loan association holding companies. Unitary savings and loan holding companies that are "grandfathered," i.e., unitary savings and loan
holding companies in existence or with applications filed with the OTS on or before May 4, 1999, such as HMN, retain their authority under the prior law. All other unitary savings and loan
holding companies are limited to financially related activities. The GLB Act prohibits non-financial companies from acquiring grandfathered unitary savings and loan holding companies. HMN
is unable to predict the impact of the GLB Act on its operations at this time.

35

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ITEM 2. PROPERTIES

The following table sets forth information concerning the main office and each branch office of HMN at December 31, 2000. The Bank uses all properties
listed below except for the mortgage banking/brokerage office which is used by HFMS. At December 31, 2000, HMN's premises had an aggregate net book value of approximately $6.4 million.

Location

Year
Acquired

Owned or
LeasedCorporate Office:101 North Broadway
Spring Valley, Minnesota

1975

OwnedFull Service Branches:715 North Broadway
Spring Valley, Minnesota

1998

Owned201 Oakland Avenue West
Austin, Minnesota

1960

OwnedCrossroads Shopping Center
Rochester, Minnesota

1962

Owned4th & Center(1)
Winona, Minnesota

1973

Owned175 Center Street
Winona, Minnesota

1998

Owned208 South Walnut
LaCrescent, Minnesota

1975

Owned1110 6th St., NW
Rochester, Minnesota

1982

Owned143 West Clark Street
Albert Lea, Minnesota

1993

Owned303 W. Main St.
Marshalltown, Iowa

1997

Owned119 W. High St.
Toledo, Iowa

1997

Leased29 S. Center St.
Marshalltown, Iowa

1997

Owned111 S. Broadway, Suite 200
Rochester, MN

2000

LeasedMortgage Banking/Brokerage Office:7101 Northland Circle, Suite 105
Brooklyn Park, Minnesota

1997

Leased


---

36

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ITEM 3. LEGAL PROCEEDINGS

From time to time, the Bank and HMN are involved as plaintiff or defendant in various legal proceedings arising in the normal course of its business. While the
ultimate outcome of these various legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on
HMN's consolidated financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS

The information on pages 22, 45, 56 and the back cover page of the Annual Report to Security Holders for the year ended December 31, 2000 is
incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information on page 11 of the Annual Report to Security Holders for the year ended December 31, 2000 is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information on pages 12 through 28 of the Annual Report to Security Holders for the year ended December 31, 2000 is incorporated herein by
reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information on pages 24 through 26 of the Annual Report to Security Holders for the year ended December 31, 2000 is incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information on pages 29 through 56 of the Annual Report to Security Holders for the year ended December 31, 2000 is incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

37

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding directors on pages 4 through 6 and the information regarding beneficial ownership reporting compliance on pages 19 and 20 of the
Registrant's definitive Proxy Statement dated March 23, 2001 is incorporated herein by reference.

Executive Officers of the Registrant Who Are Not Directors

Officers are elected annually by the Board of Directors of HMN and the Bank. The business experience of each executive officer of HMN and the Bank who is not
also a director of HMN is set forth below.

Dwain C. Jorgensen.Mr. Jorgensen, age 52, is Senior Vice President Operations of HMN
and the Bank. Mr. Jorgensen has held such positions with the Bank since 1998. Prior to such time, he served as Vice President, Controller and Chief Accounting Officer of HMN and the Bank from
1989 to 1998. From 1983 to 1989, Mr. Jorgensen was an Assistant Vice President and Operations Officer with the Bank.

ITEM 11. EXECUTIVE COMPENSATION

The information on pages 8 through 13 of the Registrant's definitive Proxy Statement dated March 23, 2001 is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information on pages 1, 2, 3, and 4 of the Registrant's definitive Proxy Statement dated March 23, 2001 is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information on page 13 of the Registrant's definitive Proxy Statement dated March 23, 2001 is incorporated herein by reference.

38

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PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The
following information appearing in the Registrant's Annual Report to Security Holders for the year ended December 31, 2000, is incorporated by reference in this
Form 10-K Annual Report as Exhibit 13.

Annual Report Section

Pages in
2000 Annual
ReportFive Year Consolidated Financial Highlights

11Consolidated Balance Sheets
December 31, 2000 and 1999

29Consolidated Statements of Income
Each of the Years in the Three-Year
Period Ended December 31, 2000

30Consolidated Statements of Comprehensive Income
Each of the Years in the Three-Year
Period Ended December 31, 2000

30Consolidated Statement of Stockholders' Equity
Each of the Years in the Three-Year
Period Ended December 31, 2000

31Consolidated Statements of Cash Flows
Each of the Years in the Three-Year
Period Ended December 31, 2000

32Notes to Consolidated Financial Statements

33 - 52Independent Auditors' Report

53Selected Quarterly Financial Data

54 - 55Other Financial Data

56Common Stock Price Information

56






39

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|Regulation S-K
Exhibit Number |   | Document                                                                                                                                                                                                         |  | Reference
to Prior
Filing or
Exhibit
Number
Attached Hereto |       | Sequential
Page Numbering
Where Attached
Exhibits Are
Located in This
Form 10-K
|----------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ----- | -------------------------------------------------------------------------------
|2                             |   | Agreement and Plan of Merger dated July 1, 1997                                                                                                                                                                  |  | 1                                                           | *     | Not applicable                                                                 
|3                             |   | Amended and Restated Certificate of Incorporation                                                                                                                                                                |  | 2                                                           | *     | Not applicable                                                                 
|                              |   | Amended and Restated By-laws                                                                                                                                                                                     |  | 3                                                           | *     | Not applicable                                                                 
|4                             |   | Form of Common Stock Certificate                                                                                                                                                                                 |  | 4                                                           | *     | Not applicable                                                                 
|10.1                          |  | Employment Agreement for Mr. Weise dated June 29, 1994
Extension of Employment Contract
Second Extension of Employment Contract
Third Extension of Employment Contract
Fourth Extension of Employment Contract   |  | 5
6
7
8
9                                                   | ***** | Not applicable
Not applicable
Not applicable
Not applicable
Not applicable     
|10.2a                         |  | Employment Agreement for Mr. Gardner dated June 29, 1994
Extension of Employment Contract
Second Extension of Employment Contract
Third Extension of Employment Contract
Fourth Extension of Employment Contract |  | 5
6
7
8
9                                                   | ***** | Not applicable
Not applicable
Not applicable
Not applicable
Not applicable     
|10.2b                         |  | Early Retirement Agreement for Mr. Gardner dated October 24, 2000                                                                                                                                                |  | 10.2                                                        | b     | Filed electronically                                                           
|10.3a                         |  | Change in Control Agreement for Mr. McNeil dated as of November 1, 2000                                                                                                                                          |  | 10.3                                                        | a     | Filed electronically                                                           
|10.3b                         |  | Employment Agreement for Mr. McNeil dated as of November 1, 2000                                                                                                                                                 |  | 10.3                                                        | b     | Filed electronically                                                           
|10.4a                         |  | Change in Control Agreement for Mr. Johnson dated as of November 1, 2000                                                                                                                                         |  | 10.4                                                        | a     | Filed electronically                                                           
|10.4b                         |  | Employment Agreement for Mr. Johnson dated as of November 1, 2000                                                                                                                                                |  | 10.4                                                        | b     | Filed electronically                                                           
|10.5                          |  | Directors Deferred Compensation Plan                                                                                                                                                                             |  | 5                                                           | *     | Not applicable                                                                 
|10.6                          |  | Amended and Restated HMN Financial, Inc. Recognition and Retention Plan dated July 29, 1998                                                                                                                      |  | 10                                                          | *     | Not applicable                                                                 
|10.7                          |  | Amended and Restated HMN Financial, Inc. Stock Option and Incentive Plan dated July 29, 1998                                                                                                                     |  | 10                                                          | *     | Not applicable                                                                 
|                              |   |                                                                                                                                                                                                                  |  |                                                             |       |                                                                                

40

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|   |  |                                                 |  |    |  |                     
|-- |  | ----------------------------------------------- |  | -- |  | --------------------
|11 |  | Statement re: Computation of per share earnings |  | 11 |  | Filed electronically
|13 |  | Annual Report to Security Holders               |  | 13 |  | Filed electronically
|21 |  | Subsidiaries of Registrant                      |  | 21 |  | Filed electronically
|23 |  | Consent of KPMG LLP dated March 28, 2001        |  | 23 |  | Filed electronically

---

41

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                     |  | HMN FINANCIAL, INC.
|-------------------- |  | -------------------
|Date: March 29, 2001 |  | By:                

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

|      |  |                                                                          |  |       |  |                                                                                                             
|----- |  | ------------------------------------------------------------------------ |  | ----- |  | ------------------------------------------------------------------------------------------------------------
|By:   |  | /s/M.F.SCHUMANNM.F. Schumann, Chairman                                   |  |       |  |                                                                                                             
|Date: |  | March 29, 2001                                                           |  |       |  |                                                                                                             
|By:   |  | /s/MICHAEL MCNEILMichael McNeil, President
(Principal Executive Officer) |  | By:   |  | /s/TIMOTHY P. JOHNSONTimothy P. Johnson,
Executive Vice President and Director
(Principal Financial Officer)
|Date: |  | March 29, 2001                                                           |  | Date: |  | March 29, 2001                                                                                              
|By:   |  | /s/ALLAN R. DEBOERAllan R. DeBoer, Director                              |  | By:   |  | /s/DUANE D. BENSONDuane D. Benson, Director                                                                 
|Date: |  | March 29, 2001                                                           |  | Date: |  | March 29, 2001                                                                                              
|By:   |  | /s/TIMOTHY R. GEISLERTimothy R. Geisler, Director                        |  | By:   |  | /s/RICHARD J. ZIEBELLRichard J. Ziebell, Director                                                           
|Date: |  | March 29, 2001                                                           |  | Date: |  | March 29, 2001                                                                                              
|By:   |  | /s/MAHLON C. SCHNEIDERMahlon C. Schneider, Director                      |  | By:   |  | /s/JON J. EBERLEJon J. Eberle,
Vice President and Controller                                                
|Date: |  | March 29, 2001                                                           |  | Date: |  | March 29, 2001                                                                                              

42

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INDEX TO EXHIBITS

|Regulation S-K
Exhibit Number |  | Document                                        |  | Sequential
Page Number
Where Attached
Exhibits Are
Located in This
Form 10-K Report
|----------------------------- |  | ----------------------------------------------- |  | -----------------------------------------------------------------------------------
|10.2b                         |  | Early Retirement Agreement for Mr. Gardner      |  | Filed electronically                                                               
|10.3a                         |  | Change in Control Agreement for Mr. McNeil      |  | Filed electronically                                                               
|10.3b                         |  | Employment Agreement for Mr. McNeil             |  | Filed electronically                                                               
|10.4a                         |  | Change in Control Agreement for Mr. Johnson     |  | Filed electronically                                                               
|10.4b                         |  | Employment Agreement for Mr. Johnson            |  | Filed electronically                                                               
|11                            |  | Statement re: Computation of per share earnings |  | Filed electronically                                                               
|13                            |  | Annual Report to Security Holders               |  | Filed electronically                                                               
|21                            |  | Subsidiaries of Registrant                      |  | Filed electronically                                                               
|23                            |  | Consent of KPMG LLP dated March 28, 2001        |  | Filed electronically                                                               

43

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