Exhibit 10.1
CHANGE-IN-CONTROL AGREEMENT
AGREEMENT entered into as of March 1, 2004 by and between Home Federal Savings Bank,
a federally chartered savings bank (the “Bank”) and a wholly owned subsidiary of HMN Financial, Inc., a
Delaware corporation (the “Company”), and Michael McNeil (the “Executive”).
WITNESSETH :
WHEREAS, the Executive is a key member of the management of the Company and the Bank
and has heretofore devoted substantial skill and effort to the affairs of the Company and the Bank; and
WHEREAS, it is desirable and in the best interests of the Bank and the Company and its
shareholders to continue to obtain the benefits of the Executive’s services and attention to the affairs of the
Company and the Bank; and
WHEREAS, it is desirable and in the best interests of the Bank and the Company and its
shareholders to provide inducement for the Executive (A) to remain in the service of the Company and the Bank
in the event of any proposed or anticipated change in control of the Company and (B) to remain in the service of
the Company and the Bank in order to facilitate an orderly transition in the event of a change in control of the
Company; and
WHEREAS, it is desirable and in the best interests of the Bank and the Company and its
shareholders that the Executive be in a position to make judgments and advise the Company with respect to
proposed changes in control of the Company or the Bank; and
WHEREAS, the Executive desires to be protected in the event of certain changes in control of
the Company or the Bank; and
WHEREAS, Executive and the Bank are currently party to a Change-in-Control Agreement
dated November 1, 2000 (the “Prior Agreement”); and
WHEREAS, Executive and the Bank desire to terminate the Prior Agreement and to enter into
this Agreement to conform the renewal period of this Agreement with that of the Executive’s Employment
Agreement with the Company; and
WHEREAS, for the reasons set forth above, the Bank and the E