Health Plan

Exhibit 10.13


PLAN DOCUMENT


HEARTLAND FINANCIAL USA, INC.

HEALTH CARE PLAN


Plan: 501


Heartland Financial USA, Inc. hereby establishes a program of benefits constituting an "Employee Welfare Benefit Plan" under the Employee Retirement Income Security Act of 1976 (ERISA), as amended. By signing below, Heartland Financial USA, Inc. agrees to be bound by the terms of the plan.


HEARTLAND FINANCIAL USA, INC.


By: /s/ Nancy Wilson
------------------------
Authorized Representative


Witnessed:


Date: January 4, 1999 By: /s/ Annette Arnold
-------------------- ------------------------


DISCLAIMER OF CLAIMS PROCESSOR


We have prepared these documents for your review and consideration, but we are not legal counsel, nor are we in the business of practicing law. As your plan's fiduciaries and/or trustees, you are fully responsible for all legal issues which concern the plan. If you are not an expert in this area, you may wish to consult an attorney to assist you in reviewing this plan.


TABLE OF CONTENTS
SECTION PAGE


PLAN DESCRIPTION PLAN SUMMARY MANAGED CARE Utilization Review Agent Utilization Review Penalty for Non-Certification Continued Stay Review COMPREHENSIVE MEDICAL EXPENSE BENEFITS The Deductible Family Deductible Feature Deductible Carry-over Provision Medical Eligible Expenses COMPREHENSIVE DENTAL EXPENSE BENEFITS The Deductible Dental Eligible Expenses Limitations PRESCRIPTION DRUG EXPENSE BENEFIT GENERAL LIMITATIONS PRE-EXISTING CONDITIONS ELIGIBILITY OF COVERAGE Employee Eligibility and Effective Date Dependent Eligibility and Effective Date LATE ENROLLMENT Special Enrollment TERMINATION OF COVERAGE Employee Termination Dependent Termination EXTENSION OF BENEFITS Family and Medical Leave Act Provision Uniformed Services Employment And Reemployment Rights Act (USERRA) COBRA Extension of Benefits COORDINATION OF BENEFITS SUBROGATION RIGHTS UNDER ERISA GENERAL PROVISIONS DEFINITIONS


PLAN DESCRIPTION


Purpose The Plan Document details the benefits, rights, and privileges of Covered Individuals (as later defined), in a fund established by Heartland Financial USA, Inc. and referred to as the "Plan." The Plan Document explains the times when the Plan will pay or reimburse all or a portion of Covered Expenses.


Effective Date The effective date of the Plan is January 1, 1999.


Claims Processor The Claims Processor of the Plan is Self Insured Services Company (SISCO).


Name Of Plan Heartland Financial USA, Inc. Health Care Plan


Name And Address Of Plan Sponsor Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, IA 52001


Name And Address of Claims Processor Self Insured Services Company (SISCO)
P.O. Box 389
Dubuque, IA 52004-0389
(800) 457-4726


Name And Address Of Review Organization HEALTHCORP
P.O. Box 1475
Dubuque, IA 52004-1475
(800) 583-5888


Employer I.D. Number 42-1405748


Plan Number 501


Type Of Benefit Provided Medical and Dental Expense Coverage


Agent For Legal Service Heartland Financial USA, Inc.


Funding Of The Plan Heartland Financial USA, Inc. and Employee
Contributions


Medium For Providing Benefits The benefits are administered in
accordance with the Plan Document
by the Claims Processor.


Fiscal Year Of The Plan Beginning January 1st and ends December
31st.


Named Fiduciary And Plan Administrator The Named Fiduciary and Plan Administrator is Heartland Financial USA, Inc., who will have the authority to control and manage the operation and administration of the Plan. The Named Administrator may delegate responsibilities for the operation and administration of the Plan. The Company will have the authority to amend the Plan, to determine its policies, to appoint and remove other supervisors, fix their compensation (if any), and exercise general administrative authority over them. The Administrator has the sole authority and responsibility to review and make final decisions on all claims to benefit hereunder.


Contributions To The Plan The amount of contributions to the Plan are to be made on the following basis:


The Company reserves the right to increase or decrease Employee or Dependent contributions from time to time. Notwithstanding any other provision of the Plan, the Company's obligation to pay claims otherwise allowable under the terms of the Plan will be limited to its obligation to make contributions to the Plan as set forth in the preceding sentence. Payment of said claims in accordance with these procedures will discharge completely the Company's obligation with respect to such payments. In the event that the Company terminates the Plan, then as of the effective date of termination, the Company and Covered Employees will have no further obligation to make additional contributions to the Plan.


Plan Modification And Amendments Subject to any negotiated agreements, the Company may modify, amend, or discontinue the Plan without the consent of or notice to Employees. Any changes made shall be binding on each Employee and on any other Covered Individuals. This right to make amendments shall extend to amending the coverage (if any) granted to retirees covered under the Plan, including the right to terminate such coverage (if any) entirely.


Termination Of Plan The Company reserves the right at any time to terminate the Plan by a written instrument to that effect. All previous contributions by the Company will continue to be issued for the purpose of paying benefits under the provisions of this Plan with respect to claims arising before such termination, or will be used for the purpose of providing similar health benefits to Covered Employees, until all contributions are exhausted.


Plan Is Not A Contract The Plan Document constitutes the entire Plan. The Plan will not be deemed to constitute a contract of employment or give any Employee of the Company the right to be retained in the service of the Company or to interfere with the right of the Company to discharge or otherwise terminate the employment of any Employee.


Claim Procedure In accordance with Section 503 of ERISA, the Company will provide adequate notice in writing to any Covered Employees whose claim for benefits under this Plan has been denied, setting forth the specific reasons for such denial and written in a manner calculated to be understood by the Employee. Further, the Company will afford a reasonable opportunity to any Employee, whose claim for benefits has been denied, for a full and fair review of the decision denying the claim by the person designated by the Company for that purpose.


Protection Against Creditors No benefit payment under this Plan will be subject in any way to alienation, sale, transfer, pledge, attachment, garnishment, execution, or encumbrance of any kind, and any attempt to accomplish the same will be void. If the Company will find that such an attempt has been made with respect to any payment due or to become due to any Covered Employee, the Company in its sole discretion may terminate the interest of such Covered Employee or former Covered Employee in such payment, and in such case will apply the amount of such payment to or for the benefit of such Covered Employee or former Covered Employee, his spouse, parent, adult child, guardian of a minor child, brother or sister, or other relative of a Dependent of such Covered Employee or former Covered Employee, as the Company may determine, and any such application will be a complete discharge of all liability with respect to such benefit payment.


Indemnification Of Employees Except as otherwise provided in ERISA, no director, officer, or Employee of the Company or of the Claims Processor will incur any personal liability for the breach of any responsibility, obligation, or duty in connection with any act done or omitted to be done in good faith in the administration or management of the Plan and will be indemnified and held harmless by the Company from and against any such personal liability, including all expenses reasonably incurred in his defense if the Company fails to provide such defense. The Company may purchase insurance to cover the potential liability of directors, officers, and Employees serving in a fiduciary capacity with respect to the Plan, and the Plan, itself, at its expense, may insure itself against loss by misdeeds or omissions of Plan Fiduciaries, provided such insurance permits recourse by the insurer against such Fiduciaries. The Company may also purchase insurance to cover the exposure of its directors, officers, and Employees by reason of such right of recourse.


PLAN SUMMARY FOR HEARTLAND FINANCIAL USA, INC.


Eligibility Provisions


EFFECTIVE DATE OF PLAN January 1, 1999


ELIGIBLE CLASS All Employees who work for the Company for at
least seventeen and one-half (17.5) hours
per week on a regular basis.


REQUIRED PERIOD OF SERVICE An individual will be eligible on the
first of the month coincident with
or next following ninety (90) days
of continuous, Active Work.


CONTRIBUTION The Plan may be evaluated from time to time to
determine the amount of Employee
contribution (if any) required.


MANAGED CARE


Hospital Pre-Admission Certification The Plan requires that all non-emergency
inpatient hospitalizations be pre-certified
by the Review Organization prior to
the hospitalization; all emergency
inpatient hospitalizations must be
reported within forty-eight (48)
hours of admission. If an in-
Hospital stay is not pre-certified
by the Review Organization,
benefits related to the
hospitalization may be payable at
50%. (The penalty does not apply to
the Annual Deductible or Out-of-
Pocket Maximum.)


In regard to maternity or new born infant
admissions, the health Plan may not restrict
benefits for any Hospital length of stay in
connection with childbirth for the
mother or newborn child to less
than 48 hours following a normal
vaginal delivery, or less than 96
hours following a cesarean section,
or require that a provider obtain
authorization from the plan for
prescribing a length of stay not in
excess of the above periods.
However, Federal law generally does
not prohibit the mother's or
newborn's attending provider, after
consulting with the mother, from
discharging the mother or her
newborn earlier than 48 hours (or
96 hours as applicable).


Continued Stay Review If the Review Organization determines at any
time during an inpatient
hospitalization that inpatient care
is no longer Medically Necessary,
there will be no coverage for
expenses incurred thereafter
because the patient elects to
remain hospitalized.


Outpatient Management Pre-Certification The Plan requires that scheduled diagnostic
tests (such as an MRI or CT Scan)
as well as any scheduled procedure
at a Hospital, clinic and/or
Physician's office, freestanding
diagnostic or treatment facility,
freestanding surgical center or
Hospital-based surgical center or
mobile units offering these
services be pre-certified by the
Review Organization prior to
receiving treatment. Scheduled
procedures do include both surgical
and diagnostic procedures as well
as various therapies to include
radiation, chemotherapy and
rehabilitation. It does not include
routine laboratory work, routine
office procedures, or emergency
room visits. If the service is not
pre-certified, eligible charges
related to the service may be
payable at 50%. (The penalty does
not apply to the Annual Deductible
or Out-of-Pocket Maximum)


Mental Health/Substance Abuse Treatment Pre- Certification The Plan requires that any Outpatient Mental
Health/Substance Abuse treatment in
excess of five (5) visits be pre-
certified by the Review
Organization prior to receiving
treatment. If the Mental
Health/Substance Abuse procedure is
not pre-certified, eligible charges
related to the Mental
Health/Substance Abuse procedure
may be payable at 50%. (The penalty
does not apply to the Annual
Deductible or Out-of-Pocket
Maximum)


Hospital Bill Auditing The Plan will reimburse the participant 25%
of an error on a hospital bill.
(The employee must be the initial
person discovering the error.)


COMPREHENSIVE MEDICAL EXPENSE BENEFITS


Annual Individual Deductible $250


Annual Family Deductible (All Family members combined) $500


Annual Out-of-Pocket Maximum Including the Deductible (Does not include the benefit reduction for failure to comply with the Managed Care measures of the Plan,ineligible charges, coinsurance for Mental Nervous/Substance Abuse services, coinsurance for infertility services, coinsurance for prescriptions, or any amount over the usual, customary, and reasonable procedure rate.) Individual: $750
Family: $1,500 (All Family members combined)


Benefit Percentage for Mental Nervous/Substance Abuse Services 50% after the Annual Deductible


Benefit Percentage for Well- Child Care up to Age 13 100% after the Annual Deductible


Benefit Percentage for Routine Exams for In- dividuals Age 13 and Over If a Covered Individual avails himself
of the services of a Preferred
Provider, benefits will be payable
at 90% after the Annual Deductible.
If a Covered Individual does not
avail himself of the services of a
Preferred Provider, benefits will
be payable at 80% after the Annual
Deductible.


Benefit Percentage for Out- Patient Department Services (co-pay waived if admitted) If a Covered Individual avails himself
of the services of a Preferred
Provider, benefits will be payable
at 90% after a $50 co-pay and the
Annual Deductible. If a Covered
Individual does not avail himself
of the services of a Preferred
Provider, benefits will be payable
at 80% after a $50 co-pay and the
Annual Deductible.


Benefit Percentage for Prescription Drugs (Effective February 1, 1999 Participants will be required to pay only 50% at the Pharmacy) 50%, no Deductible required (If a name brand drug
is purchased when a generic is
available, the participant is
responsible for the price
difference.)


Benefit Percentage for All Other Eligible Medical Expenses If a Covered Individual avails himself of the
services of a Preferred Provider, benefits will
be payable at 90% after the Annual
Deductible. If a Covered
Individual does not avail himself
of the services of a Preferred
Provider, benefits will be payable
at 80% after the Annual Deductible.


PLAN LIMITATIONS & MAXIMUMS


UCR All charges are subject to the usual,
customary, and reasonable (UCR) fee for the area
in which the service or supply is
received.


Hospital Room & Board Limitation Semi-private rate; if a facility has only
private rooms or a private room is medically
necessary, the private room rate
will be allowed.


Intensive Care Unit Limitation Actual ICU rate


Skilled Nursing Facility Room & Board Limitation Semi-private rate


Maximum Lifetime Benefit for All Medical Expenses (Includes all other lifetime maximums). $2,000,000


Maximum Lifetime Benefit for Respite Care Inpatient: 15 days
Outpatient: 15 days


Maximum Lifetime Benefit for Services and Supplies Related to Infertility $15,000


Maximum Lifetime Benefit for TMJ (Temporomandibular Joint Disorder) $15,000


Maximum Lifetime Benefit for Substance Abuse Expenses $50,000


Maximum Annual Benefit for Inpatient Mental Health and/or Substance Abuse Treatment Expenses Combined 30 days per Calendar Year, age 19 and under


60 days per Calendar Year, age 19 and over


Maximum Annual Benefit for Outpatient Mental Health and/or Substance Abuse Treatment Expenses 30 days per Calendar Year


Maximum Annual Benefit for Skilled Nursing Facility Expenses 60 days per Calendar Year


Maximum Annual Benefit for Home Health Care Services 100 visits per Calendar Year


Maximum Benefit for Family Counseling Under Hospice Care Benefit $200 per Hospice Period


DENTAL EXPENSE BENEFITS
Plan I


Annual Individual Deductible $25


Annual Family Deductible (Three Individuals) $75


Benefit Percentage for Dental Expenses


Class I (Diagnostic and Preventive Services) 100%, no Deductible required


Class II (Basic Restorative Services) 80% after the Annual Deductible


Class III (Major Restorative Services) 80% after the Annual Deductible


Class IV (Dentures and bridges) 50% after the Annual Deductible


Class V (Gum and bone disease -surgical) 50% after the Annual Deductible


Class VI (Orthodontia) 50% after the Annual Deductible, up to the
Lifetime Maximum


Maximum Annual Benefit per Individual Classes I, II, III, IV and V Combined $1,000 per individual per Calendar Year


Maximum Lifetime Benefit Class VI $1,500 per individual


Maximum Benefit for Sealants $120 (limited to dependent children
up to age 15)


DENTAL EXPENSE BENEFITS
Plan II


Annual Individual Deductible $25


Annual Family Deductible (Three Individuals) $75


Benefit Percentage for Dental Expenses


Class I (Diagnostic and Preventive Services) 100%, no Deductible required


Class II (Basic Restorative Services) 80% after the Annual Deductible


Class III (Major Restorative Services) 80% after the Annual Deductible


Maximum Annual Benefit Classes I, II and III $1,000 per individual per Calendar Year


Maximum Benefit for Sealants $120 (limited to dependent children
up to age 15)


MANAGED CARE


Utilization Review Agent The Utilization Review Agent for this Plan is:


HEALTHCORP P.O. Box 1475 Dubuque, Iowa 52004-1475 1-800-583-5888


Utilization Review This Plan has a mandatory utilization review requirement called "pre-certification". Pre-certification is required for all scheduled Hospital admissions and Outpatient services (as outlined in the Plan Summary). For emergency admissions to the Hospital, the covered individual must notify the utilization review agent within 48 hours of the admission. Pre-certification of Outpatient mental health and/or substance abuse services is required if the services exceed five (5) session. Pre- certification determines that services received are Medically Necessary. Pre-certification does not guarantee that proposed Hospital admissions, Surgical Procedure, or Outpatient procedures are covered under the Plan.


The Covered Individual must inform the provider that he participates in a program which has pre-certification requirements. In order to obtain pre-certification:


1. Notify the appropriate Utilization Review Agent of the upcoming
Hospital stay no later than twenty-four (24) hours prior
to the admission to the Hospital.


2. Notice can be given by: (a) the Hospital; (b) admitting
Physician; (c) Covered Individual; or (d) a Family member
of the Covered Individual, but it is ultimately the
responsibility of the Covered Individual to make sure a
Hospital admission, Surgical Procedure, or Outpatient
procedure has been pre-certified.


3. The Utilization Review Agent must be provided with information
necessary to make a decision as to the Medical Necessity
of the admission.


When the Utilization Review Agent provides pre-certification to the Covered Individual, the Utilization Review Agent will assign a certain number of inpatient Hospital days for the stay. If any days are not Medically Necessary, and the Covered Individual chooses to remain beyond the Medically Necessary length of stay, the Covered Individual shall be liable for all Hospital charges beyond the Medically Necessary length of stay.


Penalty for Non-Certification If pre-certification is not obtained in connection with inpatient hospitalization, home health care, Hospice care, or private duty nursing, the services may be reduced by 50%. The additional penalty will be figured before the Deductible and coinsurance are applied. The penalty is not considered a covered expense.


Continued Stay Review If the review organization determines at any time during the inpatient hospitalization that it is not Medically Necessary for the Covered Individual to remain an inpatient and the Covered Individual elects to remain hospitalized, no benefits shall be payable in relation to any day of hospitalization following the date the review organization determines that inpatient hospitalization is no longer Medically Necessary.


Hospital Bill Auditing The Plan will reimburse the Participant 25% of an error on a hospital bill. If you discover an error on a hospital bill that results in savings to the Health Plan, you will be given 25% of the savings. To be eligible you must be the first to discover the error and notify the claims payer of the error. You will need to document the error by supplying a copy of both the incorrect billing and the corrected billing.


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