##### 



HMN FINANCIAL, INC.
2001 OMNIBUS STOCK PLAN
 Restricted Stock Agreement
 Name of Employee:No. of Shares Covered:
    
    
    Date of Issuance:Vesting Schedule pursuant to Section 4:Vesting Date(s)
    
    
    No. of Shares Which
Become Vested as of Such Date
 Restricted Stock Agreement
 Recitals




---



##### 



Terms and Conditions
 
 *
    
    Unless the context indicates otherwise, terms
that are not defined in this Agreement shall have the meaning set forth in the
Plan as it currently exists or as it is amended in the future.


1.
    
    Issuance of Restricted Shares.


(a)
    
    Subject to the terms and conditions of this Agreement, the Company has granted
to the Employee the number of Shares specified at the beginning of this Agreement.
Such Shares are subject to the restrictions provided for in this Agreement and are
referred to collectively as the Restricted Shares and each as a Restricted Share.
The term Restricted Shares also refers to all securities received by the Employee in
replacement of or in connection with the Restricted Shares acquired hereby pursuant to
a recapitalization, reclassification, stock dividend, stock split, stock combination or
other relevant event.(b)
    
    Each Restricted Share will be registered, as a share subject to transfer
restrictions and forfeiture, in the name of the Employee on the stock register
maintained by the transfer agent of the Company (the Transfer Agent), and upon the
written request of the Employee, will be evidenced by a duly issued stock certificate
(which may represent more than one Restricted Share). The Employee will have all
rights of a stockholder of the Company with respect to each Restricted Share (including
the right to receive dividends and other distributions, if any). However, all
restrictions provided for in this Agreement will apply to each Restricted Share and to
any other securities distributed with respect to such Restricted Share. No Restricted
Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or
disposed of until such Restricted Share has vested in the Employee in accordance with
all terms and conditions of this Agreement. Each Restricted Share will remain
restricted and subject to forfeiture to the Company unless and until such Restricted
Share has vested in the Employee in accordance with all of the terms and conditions of
this Agreement. Any stock certificate evidencing any Restricted Share may contain such
legends and stock transfer instructions or limitations as may be determined or
authorized by the Company in its sole discretion. The Company may, in its sole
discretion, retain custody of any such certificate throughout the period during which
any restrictions are in effect and require, as a condition to issuing any such
certificate, that the Employee tender to the Company a stock power duly executed in
blank relating to such custody.


2.
    
    Forfeiture and Transfer Restrictions.


(a)
    
    Forfeiture. If (i) the Employees employment with the Company, or a parent or
subsidiary thereof, is terminated for any reason, whether by the Company with or
without cause, voluntarily or involuntarily by the Employee or otherwise, or (ii) the
Employee attempts to transfer or otherwise dispose of any of the Restricted Shares or
the Restricted Shares become subject to attachment or any similar involuntary process,
in violation of this Agreement, then any Restricted Shares that have not previously
vested will be forfeited by the Employee to the Company, the Employee will thereafter
have no right, title or interest whatsoever in such Restricted Shares. The Company
unilaterally may instruct the Transfer Agent to adjust the stock register of the
Company to reflect the forfeiture of any Restricted Shares. If the


-2-




---



##### 



Company does not have custody of any and all certificates representing Restricted
Shares so forfeited, the Employee must immediately return to the Company any and all
certificates representing Restricted Shares so forfeited. Additionally, the
Employee must deliver to Company a stock power duly executed in blank relating to
any and all certificates representing Restricted Shares forfeited to the Company in
accordance with the previous sentence or, if such stock power has previously been
tendered to the Company, the Company will be authorized to deem such previously
tendered stock power delivered, and the Company will be authorized to cancel any and
all certificates representing Restricted Shares so forfeited and issue and deliver
to the Employee a new certificate for any Shares which vested prior to forfeiture.
For purposes of this Agreement, neither the transfer of the Employee between any
combination of the Company and its Affiliates, nor a leave of absence granted to the
Employee by the Company, shall be deemed a termination of employment.(b)
    
    Limitation on Transfer.Until such time as the Restricted Shares have become
vested under Section 3 of this Agreement, the Employee shall not transfer the
Restricted Shares and the Restricted Shares shall not be subject to pledge,
hypothecation, execution, attachment or similar process. Any attempt to assign,
transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares contrary to
the provisions hereof, and any attempt to levy any attachment or pursue any similar
process with respect to them, shall be null and void.
 3.
    
    Vesting.The Restricted Shares shall cease to be subject to forfeiture under
Section 2 hereof in the numbers and on the dates specified in the vesting schedule at the
beginning of this Agreement; provided, however, that the Restricted Shares shall immediately
cease to be subject to forfeiture under Section 2 hereof upon the occurrence of a Fundamental
Change (as such term is defined in the Plan) with respect to the Company. Restricted Shares
that have so ceased to be subject to forfeiture are sometimes referred to as vested or as
Vested Shares in this Agreement.Death or Disability. If the Employees employment with the Company or an Affiliate
terminates because of death or disability, the number of shares that are subject to
forfeiture under this Agreement shall be prorated for the portion of the term of this award
during which the Participant was employed by the Company and its Affiliates, and, with
respect to such Restricted Shares, shall be Vested Shares. Any Restricted Shares which do
not become vested under the preceding sentence shall terminate at the date of the Employees
termination of employment and such Restricted Shares shall be forfeited to the Company.4.
    
    Stockholder Rights.As of the date of issuance specified at the beginning of this
Agreement, the Employee shall have all of the rights of a stockholder of the Company with
respect to the Restricted Shares, except as otherwise specifically provided in this Agreement.5.
    
    Tax Withholding.The parties hereto recognize that the Company or a subsidiary of
the Company may be obligated to withhold federal and state taxes or other taxes upon the
vesting of the Restricted Shares, or, in the event that the Employee elects under Code Section
 -3-




---



##### 



83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon
the Employees receipt of the Restricted Shares. The Employee agrees that, at such time, if
the Company or a subsidiary is required to withhold such taxes, the Employee will promptly
pay, in cash upon demand to the Company or the subsidiary having such obligation, such
amounts as shall be necessary to satisfy such obligation. The Employee further acknowledges
that the Company has directed the Employee to seek independent advice regarding the
applicable provisions of the Code, the income tax laws of any municipality, state or foreign
country in which the Employee may reside, and the tax consequences of the Employees death.6.
    
    Restrictive Legends and Stop-Transfer Orders.
 (a)
    
    Legends.Any certificate or certificates representing the Restricted Shares
shall bear the following legend (as well as any legends required by applicable state
and federal corporate and securities laws) noting the existence of the restrictions set
forth in this Agreement:
 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN
THE COMPANY AND THE EMPLOYEE, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
 (b)
    
    Stop-Transfer Notices.The Employee agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate stop
transfer instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in
its own records.(c)
    
    Refusal to Transfer.The Company shall not be required (i) to transfer on its
books any Restricted Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted
Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom the Restricted Shares shall have been so transferred.
 7.
    
    Interpretation of This Agreement. All decisions and interpretations made by the
Committee with regard to any question arising hereunder or under the Plan shall be binding and
conclusive upon the Company and the Employee. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall govern.8.
    
    Not Part of Employment Contract; Discontinuance of Employment. This Agreement awards
restricted stock to the Employee, but does not impose any obligation on the Company to make
any future grants or issue any future awards to the Employee or otherwise continue the
participation of the Employee under the Plan. This Agreement shall not give the Employee a
right to continued employment with the Company or any
 -4-




---



##### 



Affiliate, and the Company or Affiliate employing the Employee may terminate his or her
employment and otherwise deal with the Employee without regard to the effect it may have
upon him or her under this AgreementBy executing this Agreement, the Employee expressly acknowledges the above.9.
    
    Interpretation of This Agreement. All decisions and interpretations made by the
Committee with regard to any question arising hereunder or under the Plan shall be binding and
conclusive upon the Company and the Employee. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall govern.10.
    
    Binding Effect. This Agreement shall be binding in all respects on the heirs,
representatives, successors and assigns of the Employee.11.
    
    Choice of Law. This Agreement is entered into under the laws of the State of
Delaware and shall be construed and interpreted thereunder (without regard to its
conflict-of-law principles).12.
    
    Entire Agreement. This Agreement and the Plan set forth the entire agreement and
understanding of the parties hereto with respect to the issuance and sale of the Restricted
Shares and the administration of the Plan and supersede all prior agreements, arrangements,
plans, and understandings relating to the issuance and sale of these Restricted Shares and the
administration of the Plan.13.
    
    Amendment and Waiver. Except as provided in the Plan, this Agreement may be amended,
waived, modified, or canceled only by a written instrument executed by the parties or, in the
case of a waiver, by the party waiving compliance.14.
    
    Acknowledgment of Receipt of Copy. By execution hereof, the Employee acknowledges
having received a copy of the Plan.15.
    
    Section 409A.Notwithstanding anything in this Agreement to the contrary, any
payments hereunder that would be subject to an additional or accelerated tax under Section
409A of the Code shall be deferred until the earliest date that such payments may be made
without the imposition of such tax.
 -5-




---



##### 



EMPLOYEEHMN FINANCIAL, INC.ByIts
 -6-