-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FrjQv0wv9m5Dw1uols+AvanoVozQt/QLQvGUpRb14OHpb2PKsfLh4YRWgrV/xJVB IWD3aA71TGmrG2UfkRZ0CQ== 0000867493-05-000015.txt : 20050611 0000867493-05-000015.hdr.sgml : 20050611 20050531171544 ACCESSION NUMBER: 0000867493-05-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050524 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME FEDERAL BANCORP CENTRAL INDEX KEY: 0000867493 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351807839 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18847 FILM NUMBER: 05868255 BUSINESS ADDRESS: STREET 1: 501 WASHINGTON STREET CITY: COLUMBUS STATE: IN ZIP: 47201 BUSINESS PHONE: 8125221592 MAIL ADDRESS: STREET 1: 501 WASHINGTON STREET CITY: SEYMOUR STATE: IN ZIP: 47201 8-K 1 homf8k-05312005.htm 8K-05312005 Form 8K
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): May 24, 2005


                              HOME FEDERAL BANCORP
             (Exact name of registrant as specified in its charter)

                                    000-18847
                            (Commission File Number)

                   Indiana                               35-1807839
        (State or other jurisdiction)                 (I.R.S. Employer
      of incorporation or organization)              Identification No.)


   501 Washington Street, Columbus, Indiana               47201
   (Address of Principal Executive Offices)            (Zip Code)


        Registrants telephone number including area code: (812) 522-1592

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

  ____ Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

  ____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

  ____ Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

  ____ Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.  Entry into a Material Definitive Agreement

            Adoption of Home Federal Bancorp Long-Term Incentive Plan

         On May 24, 2005, the Board of Directors of Home Federal Bancorp (the
"Company") considered and approved the Home Federal Bancorp Long-Term Incentive
Plan (the "LTIP"), effective as of January 1, 2005. The LTIP is intended to
provide executives with an opportunity to earn long-term incentive compensation
based upon the achievement of long-term strategic goals, and is thereby designed
to align executive interests with owners' interests, recognize team achievement
and facilitate attracting, motivating and retaining key executives.

Administration

         The LTIP will be administered by the Compensation Committee of the
Board of Directors (the "Committee"), and the Committee will have the power to
interpret and make binding decisions under the LTIP; to prescribe, amend and
rescind rules relating to the LTIP; to determine the rights and obligations of
participants in the LTIP; and to determine the payment obligations of the
Company and its subsidiaries.

Eligible Participants

         Eligibility to participate in the LTIP is limited to key executives of
the Company or a subsidiary who have the opportunity to significantly affect the
achievement of the Company's strategic objectives. Participants will be selected
by the Committee in its complete and sole discretion.

Awards

         At the time the Committee grants an award, it will set award levels.
For each award level, the Committee shall establish performance goals related to
one or more performance criteria at which the incentive payment for each award
level shall be earned for the relevant performance period. The performance
period may be any period of years established by the Committee up to but not in
excess of five years, and may include overlapping years. The LTIP provides that
the Committee may use any of the following measures as performance criteria, to
the extent determined in accordance with U.S. generally accepted accounting
principles or as publicly reported: asset growth; combined net worth; debt to
equity ratio; earnings per share; total shareholder return; efficiency ratio;
revenues; investment performance; operating income (with or without investment
income or income taxes); cash flow; margin; net income, before or after taxes;
earnings before interest, taxes, depreciation and/or amortization; return on
capital, equity, revenue or assets; or stock price appreciation.

         The Committee will determine, in its sole discretion, whether a
participant has earned an award that has become final and payable. The Company
will pay the final award in a lump sum, in cash, to a participant who is and has
been an active employee at all times during the performance period, which, as
described above, may be any period of years up to a maximum of five years, with
the award being subject to pro rata adjustment and payment in the event of
retirement, death or disability during that period. The maximum payment to any
participant for any performance period under the LTIP is $750,000.

Change in Control

         In the event of a change in control (as defined in the LTIP) prior to
the end of a performance period and/or the payment of a final award, the
Committee has the discretion to accelerate the calculation and payment of any
final award, which may include payment of the maximum final award.

Internal Revenue Code Section 162(m)

         In the event that the LTIP is submitted to the shareholders of the
Company by the Board and approved by the shareholders of the Company by the vote
prescribed in Section 162(m) of the Internal Revenue Code (relating to
limitations on business expense tax deductions for certain employee
compensation), then the Committee has the power and discretion under the LTIP to
structure the awards in a manner making them eligible to be considered
"qualified performance-based compensation," as defined in Section 162(m) of the
Internal Revenue Code and the regulations promulgated thereunder.


         The foregoing description of the LTIP does not purport to be complete
and is qualified in its entirety by reference to the LTIP, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference herein.

                        Granting of Awards Under the LTIP

         On May 24, 2005, the Compensation Committee of the Board of Directors
considered and approved awards under the LTIP to the following key executives of
the Company:

         John K. Keach, Jr.           Chairman of the Board, President and Chief
                                      Executive Officer

         Charles R. Farber            Executive Vice President

         S. Elaine Pollert            Executive Vice President

         Lawrence E. Welker           Executive Vice President, Chief Financial
                                      Officer, Treasurer and Secretary

         Mark Gorski                  Effective June 6, 2005:  Executive Vice
                                      President and Chief Financial Officer

         Each participant will receive and enter into an Award Agreement
containing the specific terms of the award approved by the Compensation
Committee. The Award Agreements provide for a performance period of January 1,
2005 through December 31, 2007, and establish performance goals measured by the
earnings per share ("EPS") and total shareholder return ("TSR") of the Company,
as more specifically defined in the Award Agreements.

         Each performance goal has three distinct performance levels, including
a threshold level, a target level and a maximum level, with each level
representing entitlement to a different cash payment award amount. The specific
performance goals and performance levels for the key executives are set forth
below, with the specific terms used more completely defined in the LTIP and the
Award Agreements:

EPS Performance Goal

 EPS Growth Equal to or      Cash Payment Formula       Cash Payment Formula
     Greater Than               for Mr. Keach         for Other Key Executives

           5%            (Base salary x .25) x .50   (Base salary x .25) x .35
          10%            (Base salary x 1.0) x .50   (Base salary x 1.0) x .35
          20%            (Base salary x 2.0) x .50   (Base salary x 2.0) x .35

TSR Performance Goal

 TSR Percentile of       Cash Payment Formula        Cash Payment Formula for
  the Peer Group             for Mr. Keach             Other Key Executives
  25th percentile      (Base salary x .25) x .50     (Base salary x .25) x .35
  50th percentile      (Base salary x 1.0) x .50     (Base salary x 1.0) x .35
  75th percentile      (Base salary x 2.0) x .50     (Base salary x 2.0) x .35

         The form of the Award Agreement to be used in connection with the LTIP
and to be offered to each of the key executives as discussed above is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference
herein.

Item 9.01 Financial Statements and Exhibits

    (c)   Exhibits

          10.1     Home Federal Bancorp Long-Term Incentive Plan,
                   effective January 1, 2005
          10.2     Form of Home Federal Bancorp Long-Term Incentive Plan
                   Award Agreement



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         HOME FEDERAL BANCORP


Date:  May 24, 2005                      By: /s/ Lawrence E. Welker

                                             Lawrence E. Welker
                                             Executive Vice President and
                                             Chief Financial Officer




                               EXHIBIT INDEX

Exhibit Number            Exhibit Description

10.1                    Home Federal Bancorp Long-Term Incentive Plan, effective
                        January 1, 2005
10.2                    Form of Home Federal Bancorp Long-Term Incentive Plan
                        Award Agreement









EX-10 2 ex8k1_05312005.htm LONG -TERM INCENTIVE PLAN EX-10.1

                                                                    Exhibit 10.1

                  HOME FEDERAL BANCORP LONG-TERM INCENTIVE PLAN

                            Effective January 1, 2005

1. PLAN PURPOSE.

         The Home Federal Bancorp Long-Term Incentive Plan (the "Plan") is
intended to benefit Home Federal Bancorp (the "Company") by rewarding executives
who, as determined by the Company, materially contribute to the achievement of
the strategic objectives of the Company and its Subsidiaries (as defined below).
This Plan, by providing executives an opportunity to earn long-term incentive
compensation based upon the achievement of long-term strategic goals, is
designed to align executive interests with owners' interests, recognize team
achievement and facilitate attracting, motivating and retaining key executives
of the highest caliber.

2. DEFINITIONS.

   Except as otherwise specified, the following terms have the meanings
indicated below for the purposes of this Plan:

   (a) "Award" means the long term incentive award granted to a Participant
under this Plan.

   (b) "Award Levels" means and includes, for each Award, a minimum, target and/
or maximum level based on a percentage of the Participant's Base Salary at which
the Participant may earn an incentive payment under this Plan.

   (c) "Base Salary" means the annual weighted average base cash salary paid by
the Company and its Subsidiaries to a Participant during that portion of a
Performance Period when the Participant is participating in the Plan; provided,
however, that for purposes of this Plan, a Participant's Base Salary shall
include base salary deferred by the Participant under any tax qualified or
non-tax qualified deferred compensation plan maintained by the Company and
salary reductions under a Company plan maintained under Code Section 125 and
shall not include short term disability pay or worker's compensation pay.

   (d) "Beneficiary" means the person or persons designated by the Participant
to receive amounts under this Plan in the event of a Participant's death. To be
effective, a Beneficiary designation must be filed with the Company during the
Participant's life on a form prescribed by the Company. If no person has been
designated as the Participant's Beneficiary, or if no person designated as
Beneficiary survives the Participant, the Participant's estate shall be the
Participant's "Beneficiary."

   (e) "Board" means the Board of Directors of the Company.

   (f) "Change in Control" shall mean a change in control of the Company or
HomeFederal Bank within the meaning of 12 C.F.R. ss. 574.4(a) (other than a
change of control resulting from a trustee or other fiduciary holding shares of
common stock under an employee benefit plan of the Company or any Subsidiary).

                                     - 1 -

   (g) "Code" means the Internal Revenue Code of 1986, as amended or any
subsequently enacted federal revenue law.

   (h) "Committee" means the Compensation Committee of the Board, provided that,
if any member of the Committee does not qualify as both an outside director for
purposes of Code Section 162(m) and a non-employee director for purposes of Rule
16b-3, the remaining members of the Committee (but not less than two members)
shall be constituted as a subcommittee of the Committee to act as the Committee
for purposes of this Plan.

   (i) "Company" means Home Federal Bancorp, and any successor by merger,
consolidation or otherwise.

   (j) "Covered Employee" means a Participant who is a "covered employee" as
defined in Code Section 162(m)(3) and the regulations promulgated thereunder.

   (k) "Disability" has the meaning contained in the HomeFederal Bank's Group
Long Term Disability Insurance program as may be applicable from time to time to
the particular Participant.

   (l) "ERISA" means the Employee Retirement Income Security Act of 1974, as now
in effect or as amended from time to time.

   (m) "Final Award" means any Award determined and adjusted pursuant to
Section 5.

   (n) "Participant" means an eligible Company or Subsidiary executive selected
for participation in the Plan in accordance with the procedures set forth in
Section 3.

   (o) "Performance Criteria" means any of the following areas of performance of
the Company, and/or any Subsidiary, as determined under U.S. generally accepted
accounting principles or as publicly reported by the Company (determined in
either absolute terms or relative to the performance of one or more similarly
situated companies or a published index covering the performance of a number of
companies): asset growth; combined net worth; debt to equity ratio; earnings per
share; total shareholder return; efficiency ratio; revenues; investment
performance; operating income (with or without investment income or income
taxes); cash flow; margin; net income, before or after taxes; earnings before
interest, taxes, depreciation and/or amortization; return on capital, equity,
revenue or assets; or stock price appreciation. Any Performance Criteria may be
used with or without adjustment for extraordinary items or nonrecurring items.

   (p) "Performance Goal" means a performance goal established by the Committee
with respect to a given Award that, if the Award is intended to comply with the
requirements of Code Section 162(m), meets the "objectivity" standard of Code
Section 162(m) and relates to one or more Performance Criteria.

   (q) "Performance Period" means a period of years, not in excess of 5 years,
established by the Committee, for which the achievement of the Performance
Goal(s) shall be determined for purposes of determining the amount of an Award.
Performance Periods may, but are not required to, have overlapping years.

                                     - 2 -

   (r) "Plan" means this Home Federal Bancorp Long-Term Incentive Plan as set
forth herein.

   (s) "Retirement" means a retirement which would entitle the Participant to
early or normal retirement benefits under any then existing pension plan of the
Company or any Subsidiary, as determined by the Committee in its sole
discretion.

   (t) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, as of the date of
the Award, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

3. ELIGIBILITY.

   (a) Eligibility and Participation.

   Plan eligibility is limited to key executives of the Company or a Subsidiary
having the opportunity to significantly affect the Company's achievement of its
strategic objectives. Participants in this Plan who are granted Awards under
this Plan shall be selected by the Committee in its complete and sole
discretion.

   (b) Termination of Participation.

   Subject to the terms of any employment agreement with a Participant, at any
time during a Performance Period and prior to the date on which an Award becomes
a Final Award, the Committee in its complete and sole discretion may discontinue
the participation in the Plan of any Participant, in which case the Award shall
be forfeited in its entirety.

4. GRANTING OF AWARD.

   (a) Granting of Awards.

   The Committee may grant Awards in accordance with this Plan.

   (b) Establishment of Performance Goal(s).

At the time of grant of each Award, the Committee shall establish for each Award
Level, Performance Goal(s) related to the Performance Criteria at which the
incentive payment for each Award Level shall be earned for a Performance Period.
If the Committee intends for an Award to comply with the requirements of Code
Section 162(m) then the Performance Goal(s) shall be established by the
Committee in writing prior to the beginning of the Performance Period or such
later date as permitted by Code Section 162(m).

   (c) Modifications of Performance Goals.
If any event occurs during a Performance Period that requires changes to
preserve the incentive features of this Plan, the Committee may make adjustments
in the Performance Goal(s) to the extent the changes are consistent with changes
resulting from the event; provided, however, if the Committee intends for the
Award to comply with the requirements of Code Section 162(m), then the
modification may not be made on a date later than permitted by Code Section
162(m) unless the modification involves only negative discretion to lower an
Award. Notwithstanding the foregoing, if during the Performance Period the total
assets of the Company cumulatively increase or decrease by at least 5% as a
result of acquisitions or dispositions, the Committee may effect changes in the
applicable Performance Goal(s) consistent with the change in Company assets.

                                     - 3 -

5. FINAL AWARDS.

   (a) Calculation of Final Award.

A Participant shall not earn a Final Award and no payment   shall be made until
the Committee  certifies that the Performance Goal(s) have been obtained for the
relevant Award Level for the Performance Period and that the other material
terms have been satisfied for the Performance Period. Except as  otherwise
provided in this Section, whether a Participant has earned a Final Award shall
be determined by the Committee  in its sole  discretion  on the  basis of the
Performance Goal(s) established  for the Award  Level(s), whether  or not the
Performance Goal(s) have been met during the Performance Period and the payment
schedules or formulas tied to such Performance Goal(s) for such  Participant.
Following  determination  of the  Final  Award, the Committee may,  upon  the
recommendation  of the Company's Chief Executive Officer, make  adjustments to
Final Awards for  employees of the Company to reflect  performance  during such
Performance Period.  If the Committee  intends for the Award to comply with the
requirements  of Code  Section  162(m),  then prior to payment  to a  Covered
Employee, the Committee shall certify in writing that the  Performance  Goal(s)
have been obtained for the relevant Award Level for the  Performance  Period and
that the other material terms have been satisfied for the Performance Period and
only negative adjustments may be made to Final Awards for Covered Employees.

   (b) Payment.

Participants  who are active employees of the Company at all times during and as
of the last day of a Performance  Period shall be entitled to receive payment of
their Final Award (if any) relating to that Performance  Period in a lump sum in
cash,  which shall be paid as soon as  practicable  after the  completion of the
applicable  Performance  Period;  provided,  however,  if the Participant is not
employed on the last day of a Performance  Period by reason of the Participant's
Retirement,   death  or  Disability,   the  Participant  or,  if  deceased,  the
Participant's  Beneficiary  shall be entitled to a pro rata amount (based on the
number of full months in which employed  during the  Performance  Period) of the
Participant's Final Award.

   (c) Change in Control.

In the event a Change in Control occurs prior to the end of a Performance Period
and/or the payment of a Final Award,  the Committee  may in its sole  discretion
accelerate  the  calculation  and payment of any Final Award  (which may include
payment of the maximum Final Award).

   (d) Maximum Payment.

If the Committee  intends for the Award to comply with the  requirements of Code
Section  162(m),  the maximum  aggregate  amount  payable in respect of an Award
granted to a Covered Employee for a Performance Period cannot exceed $750,000.

   (e) Taxes.

The  Company  will deduct  from all  payments  under this Plan any and all taxes
determined by the Company as required by law to be withheld from such payments.

6. ADMINISTRATION.

   (a) The Committee is authorized and empowered to administer this Plan;
interpret, and make binding determinations under, this Plan; prescribe, amend
and rescind the rules relating to this Plan; and determine rights and
obligations of the Participants under this Plan and the payment obligations of
the Company and its Subsidiaries. The Committee may delegate some or all of
these responsibilities, and all other matters as it solely determines. All

                                     - 4 -

decisions of the Committee shall be final and binding upon the Company and the
Participants and any other person with an interest in this Plan or any Award or
Final Award.

   (b) All Awards under this Plan to Covered Employees or to other Participants
who may become Covered Employees at a relevant future date shall, if the
Committee intends for the Award to comply with the requirements of Code Section
162(m), be further subject to such other conditions, restrictions, and
requirements as the Committee may determine to be necessary to avoid the loss of
deduction by the Company under Code Section 162(m).

7. ADDITIONAL PROVISIONS.

   (a) No Contract or Guarantee of Continued Employment.

Nothing  contained  in this Plan nor any action  taken  under this Plan shall be
construed as a contract of employment or as giving any  Participant any right to
be retained in employment with the Company or any Subsidiary.

   (b) No Guarantee of Plan Payments.

Eligibility  to  participate  in this Plan does not guarantee the payment of any
Final Award.  Participants  who have accrued  rights to payment of a Final Award
shall be unsecured  and general  creditors of the Company and shall not have any
superseding  interest in the income or assets of the  Company or any  Subsidiary
except as provided by law.  The Company has no  obligation  to fund this Plan or
any Award or Final Awards.

   (c) Assignment and Transfers.

With  the  exception  of  transfer  by  will  or by  the  laws  of  descent  and
distribution,  rights  under the Plan and  Awards  and Final  Awards  may not be
transferred  or  assigned.  No such  rights may be  subject to any  encumbrance,
pledge, or charge of any kind.

   (d) Waiver of Breach.

The Company's  waiver of any Plan provision shall not operate or be construed as
a waiver of any subsequent  breach by the Participant or an agreement to grant a
waiver with respect to a subsequent breach.

   (e) Indemnification.

No member of the Committee shall be personally  liable by reason of any contract
or other instrument executed by such member or on such member's behalf in his or
her capacity as a member of the  Committee  for any mistake of judgment  made in
good faith,  and the Company shall  indemnify  and hold harmless each  employee,
officer or director of the Company or any  Subsidiary  to whom any duty or power
relating to the  administration  or interpretation of this Plan may be allocated
or delegated,  against any cost or expense (including counsel fees) or liability
(including  any sum paid in  settlement  of a claim)  arising  out of any act or
omission to act in connection with this Plan unless arising out of such person's
own fraud or bad faith.

   (f) Notices.

Any  notice or filing  required  or  permitted  to be given  hereunder  shall be
sufficient  if it is in writing and hand  delivered,  or sent by  registered  or
certified  mail,  to the Company at the  principal  office of the Company to the
attention of the Chairman of the Board of Directors or to the Participant at his
or her most recent address appearing in the records of the Company.  Such notice
shall be deemed  given as of the date of  delivery  or, if  delivery  is made by
mail,  as of the date shown on the postmark on the receipt for  registration  or

                                     - 5 -

certification.  The  address  of any party may be changed at any time by written
notice to the other party given in accordance with this provision.

   (g) Disclaimer.

The Company makes no  representation or warranty as to the value or future value
of any Awards granted pursuant to this Plan, or as to any intention or design of
this Plan.

8. GOVERNING LAW.

   This Plan shall be construed, administered and governed in all respects under
and by the applicable internal laws of the State of Indiana, without giving
effect to the principles of conflict of law thereof.

9. RELATIONSHIP.

   Notwithstanding any other provision of this Plan, this Plan and action
taken pursuant to it shall not be deemed or construed to establish a trust or
fiduciary relationship of any kind between or among the Company, any Subsidiary,
Participants, or any other persons. This Plan is intended to be unfunded for
purposes of the Code and ERISA. The right of Participants to Final Awards is
strictly a right of payment, and this Plan does not grant nor shall it be deemed
to grant Participants or any other person any interest in or right to any of the
funds, property, or assets of the Company or any Subsidiary, other than as an
unsecured general creditor of the Company or any Subsidiary.

10. PLAN AMENDMENT AND TERMINATION.

   Except as otherwise provided in this Section, the Committee may, in its
sole discretion, amend, suspend or terminate this Plan at any time; provided,
however, that no change to this Plan be made after completion of the Performance
Period that would adversely affect the Final Award.

11. EFFECTIVE DATE AND SHAREHOLDER APPROVAL.

   This Plan shall be effective on January 1, 2005. This Plan shall not be
in compliance with Code Section 162(m) unless it is approved by shareholders in
accordance with Code Section 162(m).

12. SUCCESSORS

   This Plan shall be binding upon the successors and assigns of the Company.

13. REGULATIONS

   The obligations of the Company to pay Final Awards shall be subject to
compliance with all applicable laws, governmental rules and regulations, and
administrative action.

                                     - 6 -

EX-10 3 ex8k2_05312005.htm AWARD AGREEMENT 05-31-2005 EX-10.2

                                                             Exhibit 10.2

                              HOME FEDERAL BANCORP
                            LONG-TERM INCENTIVE PLAN
                                 AWARD AGREEMENT


_______________, 200___

         I am pleased to inform you that the Compensation Committee of the Board
of Directors of Home Federal Bancorp (the "Compensation Committee") has granted
you an award as described in this Award Agreement and Exhibit A attached hereto
(this Agreement") and as described in the Home Federal Bancorp Long-Term
Incentive Plan, as amended (the "Plan"). Capitalized terms used herein but not
otherwise defined herein shall have the meaning ascribed to such terms in the
Plan. If you do not have your copy of the Plan, one will be provided upon your
written request to the Company at its headquarters to the attention of the
Chairman of the Compensation Committee.

   1.  Award.  The Corporation hereby grants you the Award set forth on
Exhibit A evidencing the right to receive,  upon and subject to the terms
and conditions of this Agreement and the Plan, the payment reflected on
Exhibit A if the applicable  Performance Goal is met. You  hereby  accept
the  Award and agree to be bound by the terms of this Agreement and the Plan.

   2. Performance Period. The Performance Period is the Performance
Period set forth on Exhibit A (the "Performance Period").

   3. Performance Criteria. Performance Criteria include (i) earnings per
share (EPS) of the Company, and (ii) total shareholder return (TSR) of the
Company. As used herein, earnings per share means the average annual growth
(expressed as a percentage) of the diluted earnings per share of the Company
during the Performance Period as reported in the Company's Annual Reports to
Shareholders, provided that in calculating earnings per share the Committee may,
in its sole discretion, exclude special charges or extraordinary items reported
by the Company. The Performance Goal relating to the earnings per share
Performance Criteria will be satisfied if the annual average growth in earnings
per share meets the applicable Award Level as set forth on Exhibit A. As
used herein, total shareholder return means the percentile that the average
annual total change in stock price plus dividends on a share of stock of the
Company during the Performance Period falls within the Stifel, Nicolas Midwest
Peer Group with assets less than $2.5 billion, or a successor peer group
selected by the Compensation Committee. The Performance Goal relating to the
total shareholder return Performance Criteria will be satisfied if the average
annual total shareholder return meets the applicable Award level as set forth on
 Exhibit A. There is interpolation between the minimum and maximum Award
Level amounts.

   4. Restrictions.  The Award will be forfeited and all of your rights
hereunder will terminate without further  obligation on the part of the Company,
unless (a) you remain in the  ontinuous  employment  of the  Company  or a
Subsidiary for the entire Performance Period,  except as provided in the Plan,
and (b) the applicable Performance Goal relating to the applicable  Performance
Criteria are satisfied on the last day of the Performance Period.

   5. Taxes. If the Company requires reimbursement of any tax required by
 law to be withheld with respect to the Award, no Award shall be paid until the
required payment is made and, to the extent permitted by law, the Company and
its Subsidiaries shall have the right to deduct any such taxes from any payment
due you.

   6. Nontransferability of Award. The Award is not transferable by you
other than by will or by the laws of descent and distribution.

   7. Compliance With Law. You agree to comply with all laws, rules,
and regulations applicable to the Award.

   8. No Right to Continued Service. Nothing in this Agreement shall be deemed
to confer on you any right to continue in the employ of the Company or any of
its Subsidiaries or to affect any rights of the Company or any of its
Subsidiaries to terminate your service at any time.

   9. The Plan. The Award and this Agreement are subject to all the terms,
provisions and conditions of the Plan, which is incorporated herein by
reference, and to such regulations as may from time to time be adopted by the
Compensation Committee. A copy of the Plan has been furnished to you. In the
event of any conflict between the terms, conditions and provisions of the Plan
and the terms, conditions and provisions of this Agreement, the terms,
conditions and provisions of the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. The Award and its terms shall be subject to
interpretation by the Compensation Committee, whose interpretation shall be
final and binding on you. The Compensation Committee may modify this Agreement
without your consent, except that your consent is needed for any modification
after the end of the Performance Period that would impair your rights under this
Agreement. Nothing herein shall limit or restrict the right of the Company to
amend or terminate this Award prior to the end of the Performance Period or the
Plan.

   10. Notices. All notices by you or your assigns to the Company shall be
addressed to Home Federal Bancorp, 501 Washington Street, Columbus, Indiana
47201, Attention: Pennie M. Stancombe, or such other address as the Company may,
from time to time, specify. Any notice to you shall be addressed to you at your
most recent address in the Company's records.

   11. Governing Law. This Agreement is governed by the laws of the State of
Indiana, without regard to principles of conflict of laws.

   12. Severability. If any provision of this Agreement is, becomes, or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction, such
provision shall be construed or deemed amended or limited in scope to conform to
applicable laws or, in the discretion of the Company, it shall be stricken and
the remainder of the Agreement shall remain in force and effect.



         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
you have executed this Award Agreement as of the date first above written.

                                     HOME FEDERAL BANCORP



                                     By:                                 
                                     Chairperson of the Compensation Committee




                                    EXHIBIT A


Name:                                           


Social Security Number:                         


Performance Period:        January 1, _____ through December 31, _____


  PERFORMANCE GOAL EPS
    GROWTH EQUAL TO
    OR GREATER THAN                         CASH PAYMENT
          5%               Base Salary multiplied by .25 multiplied by [50/35%]
          10%              Base Salary multiplied by 1.0 multiplied by [50/35%]
          20%              Base Salary multiplied by 2.0 multiplied by [50/35%]


   PERFORMANCE GOAL
  TSR PERCENTILE OF
    THE PEER GROUP                          CASH PAYMENT
    25% percentile         Base Salary multiplied by .25 multiplied by [50/35%]
    50% percentile         Base Salary multiplied by 1.0 multiplied by [50/35%]
    75% percentile         Base Salary multiplied by 2.0 multiplied by [50/35%]


         By executing this Exhibit A, I acknowledge that I am bound by all of
the terms of the Plan and the Agreement delivered herewith, each of which is
incorporated by reference in this Exhibit A.

                                         Agreed to and Accepted:


                                                                  
                                         Participant




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