STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $.01 per share, of Mid-Iowa Financial Corp. (the
"Company") is hereby granted to ____________ (the "Optionee") at
the price set forth herein, and in all respects subject to the
terms, definitions and provisions of the Mid-Iowa Financial Corp.
1997 Stock Option Plan (the "Plan") which has been adopted by the
Company and which is incorporated by reference herein, receipt of
which is hereby acknowledged. Such Stock Options do not comply
with Options granted under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
1. Option Price. The option price is $______________ for
each share, being 100% of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable in
accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise. Each Option shall
become fully (100%) exercisable immediately upon the date of its
grant.
(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(a) state the election to exercise the Option, the
number of shares with respect to which it is being
exercised, the person in whose name the stock
certificate or certificates for such shares of Common
Stock is to be registered, his address and Social
Security Number (or if more than one, the names,
addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as
to the holders' investment intent with respect to
such shares of Common Stock as may be satisfactory to
the Company's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person
or persons to exercise the Option; and
(d) be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Non-ISO Agreement
Page 2
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to
the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee. Notwithstanding any other terms of this
agreement, to the extent permissible under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, this Option may be
transferred to the Optionee's spouse, lineal ascendants, lineal
descendants, or to a duly established trust, provided that such
transferee shall be permitted to exercise this Option subject to
the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten years from the date of grant of this Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN COMMITTEE
___________________ By _______________________________
Date of Grant
Attest _____________________ (Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN
_____________________
Date
Treasurer
Mid-Iowa Financial Corp.
123 West Second Street North, P.O. Box 687
Newton, Iowa 50208
Re: Mid-Iowa Financial Corp. 1997 Stock Option Plan
-----------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase _____________ shares, par value $.01, of
Common Stock of Mid-Iowa Financial Corp. under and pursuant to a
Stock Option Agreement dated ____________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
________ _____ shares of Common Stock, valued at
$____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________________