Exhibit 10.25


             SUPPLEMENTAL INITIAL INVESTOR AGREEMENT

       This   Supplemental  Initial  Investor   Agreement   (this
"Agreement")  dated  as of February 1, 2003, is  among  Heartland
Financial USA, Inc., a Delaware corporation (the "Company"),  and
those   individuals  who  are  signatories  to   this   Agreement
(individually   referred   to  as  an  "Initial   Investor"   and
collectively as the "Initial Investors").

                            RECITALS

     A.    The Company and certain individuals (the "Organizers")
have  subscribed  for the capital stock of a new  bank  organized
under  the laws of the State of Arizona initially known  as  "Red
Mountain  Bank"  and  to be renamed Arizona  Bank  &  Trust  (the
"Bank"), and have entered into that certain Agreement to Organize
and  Stockholder  Agreement dated as of  February  1,  2003  (the
"Stockholder Agreement").

     B.    During the earliest stages of the Bank's organization,
the Initial Investors subscribed for shares of the Bank's capital
stock  ("Bank Stock"), and these subscription funds were used  by
the Bank to complete its organization.

      C.   The Stockholder Agreement imposes certain restrictions
on the sale, transfer or other disposition of Bank Stock owned by
the  Organizers,  and gives the Company and  the  Organizers  the
option  to  purchase and sell the shares of Bank Stock  owned  by
them  under  certain circumstances specified in  the  Stockholder
Agreement.

      D.   In consideration of the substantial risks taken by the
Initial  Investors  in  connection with the Bank's  organization,
beyond  the risks taken by the other Organizers, the Company  has
agreed  to pay to the Initial Investors cash amounts in  addition
to  amounts  to which they may be entitled to receive  under  the
terms of the Stockholder Agreement.

      Now,  therefore,  in consideration of the mutual  covenants
herein  contained and for other good and valuable  consideration,
the  receipt of which is hereby acknowledged, the Company and the
Initial Investors, intending to be legally bound hereby, agree as
follows:

                           AGREEMENTS

     Section  1.     Definitions.  All terms that are capitalized
and  used  herein  (and  are not otherwise  specifically  defined
herein)  shall  be  used  in this Agreement  as  defined  in  the
Stockholder Agreement.

     Section  2.      Grant  of Investment Units.   The  Company
hereby  grants  to each of the Initial Investors  the  number  of
investment units ("Investment Units") that is set forth  opposite
each  Initial  Investor's  name on the  signature  page  of  this
Agreement.   Each  Investment  Unit  shall  have  the  terms  and
conditions described in this Agreement and shall have a value  as
of  the date of this Agreement equal to Ten Dollars ($10.00) (the
"Initial Unit Value").

     Section 3.     Redemption of Investment Units.  At such time
as  the  Company becomes obligated pursuant to Article 2  of  the
Stockholder Agreement to repurchase the Investors' Stock owned by
an Initial Investor, the Company shall at the same time and place
as  provided  in  the Stockholder Agreement pay  to  the  Initial
Investor  pursuant to this Agreement an amount in  cash  that  is
equal to the product of:

          (a)  the number of Investment Units held by the Initial
Investor; times

          (b)  the excess, if any, of the per share price paid by
the  Company  pursuant  to  the  Stockholder  Agreement  for  the
Investors'  Stock owned by the Initial Investor over the  Initial
Unit Value.

      Section  4.     No Assignment or Transfer.  The  Investment
Units may not be sold, exchanged, assigned, transferred, pledged,
hypothecated,  gifted  or  otherwise encumbered  or  disposed  of
without  the  express  prior  written  consent  of  the  Company,
provided,  however,  that the foregoing shall  not  prohibit  the
transfer of any Investment Units by testamentary transfer so long
as each recipient of any Investment Units becomes a party to this
Agreement and agrees to be bound by its terms.

     Section 5.     Modification.  Neither this Agreement nor any
provisions  hereof  shall  be  waived,  modified,  discharged  or
terminated except by an instrument in writing signed by the party
against   whom  any  such  waiver,  modification,  discharge   or
termination is sought.

      Section 6.     Notices.  All notices, consents, waivers and
other  communications  shall be in writing  and  be  provided  in
accordance  with  the terms of the Stockholder Agreement  to  the
parties at their respective addresses as set forth therein.

      Section 7.     Entire Agreement.  The Stockholder Agreement
and  this Agreement together contain the entire agreement of  the
parties with respect to the subject matter thereof and hereof and
there  are  no  representations, covenants  or  other  agreements
except as stated or referred to therein or herein.

      Section  8.      Severability.   Each  provision  of  this
Agreement is intended to be severable from every other provision,
and  the invalidity or illegality of any portion hereof shall not
affect the validity or legality of the remainder hereof.

      Section 9.     Governing Law, Jurisdiction and Venue.  This
Agreement  shall be governed by and construed in accordance  with
the  laws of the State of Iowa applied to residents of that state
executing  contracts wholly to be performed in that state.   Each
of   the  undersigned  irrevocably  agrees  that  any  action  or
proceeding  in  any way, manner or respect arising  out  of  this
Agreement  or  any amendment, instrument, document  or  agreement
delivered  or which may in the future be delivered in  connection
herewith  shall  be  litigated only in the  courts  having  situs
within  the City of Dubuque, the State of Iowa, and each  of  the
undersigned  hereby consents and submits to the  jurisdiction  of
any  local, state or federal court located within such  city  and
state.  Each of the Initial Investors hereby waives any right  he
may  have  to  transfer  or change the venue  of  any  litigation
brought against the undersigned by the Company.

      In witness whereof, this Agreement has been executed by the
undersigned parties as of the date first above written.

Company:

Heartland Financial USA, Inc.


By:
     _________________________
     Name:____________________
     Title:___________________


Initial Investors:


        Signature               Printed Name       Investment Units
________________________   _____________________   ________________



________________________   Steven L. Wilcox            5,000



________________________   Jeff Vogan                  2,500



________________________   David Jones                   500



________________________   Rick Durfee                   500



________________________    William F. Frank             500