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HOME FEDERAL BANCORP LONG-TERM INCENTIVE PLAN

Executive Compensation Plan Agreement

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Title: HOME FEDERAL BANCORP LONG-TERM INCENTIVE PLAN
Date: 5/31/2005
Industry: BANKSL     Sector: FINANC

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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.
 
         
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