HF FINANCIAL CORP. EXCESS PENSION PLAN FOR EXECUTIVES

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INTRODUCTION

Effective July 1, 1999, HF Financial Corp. (“Company”) established the HF Financial Corp. Excess Benefit Plan for Executives (“Plan”) as set forth herein. The purpose of the Plan is to provide additional incentive and retirement security through deferred compensation for the benefit of certain executive employees of the Company.

It is intended that the Plan constitute an unfunded plan of deferred compensation for a select group of management or highly compensated employees of the Company such that it is exempt from the provisions of Parts 2, 3 and 4 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as provided under Sections 201(2), 301(a)(3) and 401(a)(1) thereof.

The Plan was amended and restated effective January 1, 2005 and further amended and restated effective January 1, 2009, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

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ARTICLE I
DEFINITIONS

As used herein, the following words and phrases shall have the meaning indicated unless otherwise defined or required by the context:

Section 1.1      “ Active Participant ” shall mean, with respect to any Plan Year, a Participant who is not an Inactive Participant.

Section 1.2      “ Administrator ” shall mean the Company.

Section 1.3      “ Adjustment ” shall mean an amount equal to the net increase or decrease in the fair market value of an Investment Fund during a Plan Year or other period, exclusive of the effect of any contribution or credit for such year or other period. Such increases and decreases shall include such items as realized or unrealized investment gains or losses, investment income, and may include expenses of administering the Investment Funds, the Trust and the Plan.

Section 1.4      “ Base Compensation ” shall mean the base salary paid and earned by a Participant with respect to services performed as an employee of the Company or one of its affiliates and paid during a calendar year, irrespective of compensation reduction made by reason of the Participant’s participation in any employee benefit plan maintained by the Company under Code Section 401(k), 125 or 132(f) or under any nonqualified retirement plan maintained by the Company.

Section 1.5      “ Beneficiary ” shall mean the recipient or recipients last designated by the Participant in writing, on forms provided by the Administrator, who shall receive any benefit payable under the Plan upon the death of such Participant. If no such designation of Beneficiary has been received by the Administrator prior to the date of death of the Participant or in the event all such designated Beneficiaries shall fail to survive the Participant, any such benefit shall be payable in a lump sum to the estate of the Participant which shall be deemed to be his Beneficiary hereunder.

Section 1.6      “ Board ” shall mean the Board of Directors of the Company.

Section 1.7      “ Change in Control ” shall be deemed to have occurred if:

(i)         any one person or more than one person acting as a group acquires ownership of stock of the corporation that, together with the stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in

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the ownership of the corporation or to cause a change in the effective control of the corporation.

(ii)        any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of such corporation; or

(iii)       any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions; or

(iv)      A majority of the members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election.

(v)       This definition shall be interpreted in a manner consistent with Section 409A of the Code.

Section 1.8      “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

Section 1.9      “ Company ” shall mean HF Financial Corp., a Delaware corporation with principal offices located at Sioux Falls, South Dakota, its successors and assigns.

Section 1.10    “ Company Credit ” shall mean any amount of Company contribution credit made under Section 3.1 or 3.2.

Section 1.11    “ Effective Date ” shall mean the effective date of the restated Plan, which shall be January 1, 2009.

Section 1.12    “ Employment ” shall mean the employment relationship as a common law employee of the Company.

Section 1.13    “ Entry Date ” shall mean the first day of the Plan Year or first day of the calendar year in which Executive first meets the Eligibility requirements of Section 2.1.  Provided, however, that the Entry Date for a newly eligible Executive who makes an election under Section 3.4(b) shall be the date that the election becomes effective.

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Section 1.14    “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

Section 1.15    “ Executive ” shall mean any common law employee of the Company who is a President or Senior or Executive Vice President of the Company or one of its subsidiaries or any other senior manager selected for participation in the Plan.

Section 1.16    “ Fiscal Year ” shall mean the Company’s fiscal year, which is currently a 52 or 53-week period generally including the period from each July through the next June.

Section 1.17    “ Fiscal Year Incentive ” shall mean cash incentive awards and bonuses based on the financial performance of the Company or one of its affiliates during one or more Fiscal Years earned by a Participant with respect to services performed as an employee of the Company or one of its affiliates and otherwise scheduled to be paid within two and one-half (2½) months after a Fiscal Year, irrespective of compensation reduction made by reason of the Participant’s participation in any employee benefit plan maintained by the Company under Code Section 401(k), 125, or 132(f) or under any nonqualified retirement plan maintained by the Company.

Section 1.18    “ Inactive Participant ” shall mean a Participant who has a balance remaining in his Individual Account and who either (i) has incurred a Termination of Employment, or (ii) is a limited Participant under Section 2.3.

Section 1.19    “ Individual Account ” shall mean the total amount standing to the credit of a Participant under the Plan.

Section 1.20    “ Investment Fund(s) ” shall mean the investment fund(s) designated from time to time for the deemed investment of an Individual Account under Article IV.

Section 1.21    “ Participant ” shall mean an Executive who has become a Participant as provided under Article II.

Section 1.22    “ Plan ” shall mean the HF Financial Corp. Excess Pension Plan for Executives as contained herein and as amended from time to time.

Section 1.23    “ Plan Year ” shall mean the twelve (12) month period commencing July 1 and ending June 30.

Section 1.24    “ Termination of Employment ” means the Executive’s separation from service within the meaning of Section 409A of the Code for any reason whatsoever, voluntary or involuntary, other than by reason of an approved leave of absence, to the extent set forth in Section 409A of the Code.

Section 1.25    “ Trust ” shall mean the trust, if any, associated with this Plan and all of its assets that are held by the Trustee thereunder.

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Section 1.26    “ Trust Agreement ” shall mean the agreement, if any, entered into between the Company and the Trustee pursuant to Article VII and called the Rabbi Trust Under the Excess Pension Plan for Executives Sponsored by HF Financial Corp. and Deferred Compensation Agreements Entered Into by Home Federal Bank.

Section 1.27    “ Trustee ” shall mean the party or parties designated as such under the Trust Agreement.

Section 1.28    “ Valuation Date ” shall mean the last day of each Plan Year (the “Annual Valuation Date”), the last day of each calendar quarter, and such other date or dates during a Plan Year selected by the Administrator.

ARTICLE II
PLAN ELIGIBILITY AND PARTICIPATION

Section 2.1      Eligibility . Executives of the Company or an affiliated organization selected by the Board shall be eligible to participate in the Plan. An Executive shall remain eligible to participate in the Plan with respect to each Plan Year following his/her initial year of selection by the Board, unless removed as an eligible Executive with respect to a Plan Year (or Plan Years) by action of the Board in its sole discretion.

Section 2.2      Participation . An Executive shall become a Participant on the Entry Date next following his/her satisfaction of the Eligibility requirements under Section 2.1.

Section 2.3      Limited Participation . A Participant who without a Termination of Employment ceases having contribution credits made to his/her Individual Account by reason of his/her removal from eligibility to participate in the Plan by the Board) shall become a limited Participant hereunder until such time as such credits resume or s/he incurs a Termination of Employment. The Individual Account of a limited Participant shall continue to share in Adjustment credits under Article IV.

ARTICLE III
CONTRIBUTION CREDITS

Section 3.1      Company Credits: Defined Benefit Formula . A Participant’s Individual Account shall be credited with the difference between the annual benefit accrual credited to such Participant under the HF Financial Corp. Pension Plan (the “Pension Plan”) under its current cash balance formula and the amount that would have been credited to such Participant under the benefit formula in effect prior to July 1, 1999. However, if Participant is in the “Transition Group” as defined in the Pension Plan and accrues a benefit equal to the greater of the benefits under the pre-and post-July 1, 1999 formulas under the Pension Plan, the actual accrual for any Plan Year under the Pension Plan shall offset and reduce the amount of any contribution to be made under this Plan for the same Plan Year. Only Participants who hold the title of President or Executive or Senior Vice President of the Company or an affiliated organization as of June 30, 1999 and who were employed on July 1, 1999 are eligible for any contribution credit under this Section 3.1.

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Section 3.2      Company Credits: Excess Compensation . The Company shall annually allocate to each Participant’s Individual Account under this Plan the amount of annual benefit accrual that did not accrue to the Participant under the Pension Plan for the Plan Year by reason of the limits imposed under Sections 401(a)(17) and 415 of the Code. The amount credited to such Participant’s individual account shall be the current lump sum cash value of the annual benefit accrual for the relevant Plan Year when converted according to the actuarial assumptions set forth in the Pension Plan.

Section 3.3      Company Credits: Discretionary Contributions . The Company may, but is not required, to allocate to any Participant’s Individual Account under the Plan any amount for the Plan Year. The amount of the allocation shall be the amount determined by the Board in its sole discretion. Such amount is not required to be uniform among the Participants, and the Company is permitted to make such Company allocations for some Participants and not for other Participants. Such Company allocations can be expressed as a fixed dollar amount; a percentage of compensation, Base Salary, or Fiscal Year Incentives; or as a matching contribution based on the deferrals made by the Participant.

Section 3.4      Salary Deferral Election .

(a)        General Rules . Except to the extent provided otherwise in subsection (c) below with respect to Fiscal Year Incentives, if a Participant is eligible to participate in this Plan for a Plan Year, the Participant may elect to defer payment up to 100% of his or her Base Salary to be earned for services to be performed during a calendar year by timely filing an executed deferral agreement. To be effective, a deferral agreement must be filed with the Company before the first day of the calendar year in which the Participant will be paid for any of the Compensation that is to be deferred; and the deferral agreement shall remain in effect for that calendar year.

(b)       Newly Eligible Participants . To the extent permissible under Section 409A of the Code, an Executive who first becomes eligible to participate in the Plan may make a deferral election with respect to Base Salary and Fiscal Year Incentives within 30 days after the date the Executive becomes eligible to participate in the Plan. Such election shall apply with respect to Base Salary to be paid after the date of the election and to a Fiscal Year Incentive accrued during and after the Plan Year in which the initial election is made, determined by multiplying the Fiscal Year Incentive by a fraction, the numerator of which is the number of days remaining in the performance period after the election and the denominator of which is the total number of days in the performance period. The election shall become irrevocable as of the date that it is made.

(c)        Fiscal Year Incentives . This subsection (c) is effective as of January 1, 2009. A Participant’s deferral agreement may include an

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election to defer payment of up to 100% of a Fiscal Year Incentive, by filing an executed deferral agreement with the Company before the first day of the Fiscal Year in which the Participant will begin to earn the Fiscal Year Incentive. The deferral agreement shall remain in effect with respect to that Fiscal Year Incentive only until the Fiscal Year Incentive is earned, forfeited or the performance period expires without the Fiscal Year Incentive having been earned. Separate elections may be made with respect to each Fiscal Year Incentive for which the Participant is eligible. Provided, however, that for Fiscal Year Incentives earned during the fiscal year ending June 30, 2009, a Participant may also make a deferral election on or before December 31, 2008, but only to the extent that the Fiscal Year Incentive also meets the definition of performance-based compensation otherwise permitted to be deferred pursuant to an election made six months before the end of the performance period under Section 409A of the Code.

ARTICLE IV
INDIVIDUAL ACCOUNTS

Section 4.1      Individual Accounts . The Administrator shall establish and maintain an Individual Account in the name of each Participant, to which the Administrator shall make the credits set forth in Article III and in the following Sections of this Article IV. The Individual Accounts of Inactive Participants shall be maintained in the same manner as those of Active Participants.

Section 4.2      Credit of Investment Fund Adjustment . As of each Valuation Date, the Administrator shall determine the Adjustment of each Investment Fund for the period elapsed since the preceding Valuation Date by adding together all income received and accrued, realized and unrealized profits, and deducting therefrom all taxes, charges or expenses and any realized or unrealized losses which may have been sustained. Such Adjustment shall be credited as of the Valuation Date to the Individual Account of each Participant (including any Inactive Participant) for whom a balance is maintained with reference to such Investment Fund for his Individual Account. The Adjustment shall be allocated to the Individual Account of each such Participant in the same proportion that (i) the value of the Participant’s Individual Account as of the preceding Valuation Date (or current Valuation Date in the case of the Participant’s first Valuation Date) with reference to such Investment Fund, increased by Company contributions credited since such Valuation Date and