HOME FEDERAL BANK Eighth Amended and Restated Long-Term Incentive Plan (as amended and restated effective July 1, 2013)

The purpose of the Home Federal Bank ("Bank") Eighth Amended and Restated Long-Term Incentive Plan ("Plan") is to reward key managers for the attainment of longer term goals of the Bank. The reward will be in the form of cash and/or cash-settled phantom stock tied to the value of the common shares of the Bank's holding company, HF Financial Corp. (the “Corporation”). This Plan amends, restates, replaces and supersedes the Bank's existing Long-Term Incentive Plan.

The Plan is designed to reward key managers for performance over a period of longer than one (1) year. The Plan also is designed to enable the Bank to attract and retain key management talent.

The Plan is for selected management staff of the Bank. Participation in this Plan will be recommended by the Chief Executive Officer of the Bank (the “CEO”) with the approval of the Chairman, and approved by the Personnel, Compensation and Benefits Committee of the Board of Directors (the “Committee”). Participation in any one year does not guarantee the participation in future years or at the same award level.

New hires to the Corporation and individuals promoted to assignments which by virtue of their responsibilities may be otherwise eligible to participate in this Plan may only participate with the approval of the CEO.

The performance measures, award levels and award payment provisions are determined by the Committee. Performance measures and vesting may occur over a single year or multiple years at the discretion of the Committee. Payment of awards shall be made according to a Cash Award Agreement, Phantom Stock Award Agreement, or other instrument (an “Individual Agreement”), or as otherwise provided by the Committee.

If the employment of a Plan participant terminates during a Measurement Period, that is, during the fiscal year or longer period for which performance is being measured and which might result in an award, all rights to an award under this Plan are forfeited. Notwithstanding the provisions hereof, in the event of death or for those individuals who participate in the Plan and have executed a Change in Control Agreement with the Bank, the provisions of paragraph 5 shall apply. Following the completion of a Measurement Period, the terms of the Plan Participant’s Individual Agreement shall control.

(a)    Unless otherwise provided in an Individual Agreement, if a Plan participant dies during a Measurement Period, the Plan participant or the participant's designated beneficiary shall receive, in a lump sum in cash, any incentive payment for the partial year otherwise payable in cash, based on the number of months from the start of the Measurement Period (or if later, from the first day of the month coincident with or next following the participant's date of participation in the Plan) to the last day of the month in which the death occurred, but only to the extent that an incentive payment is otherwise earned for the Measurement Period.

(b)    Unless otherwise provided in an Individual Agreement, if a Plan participant is entitled to benefits under a Change in Control Agreement, the participant shall receive, in a lump sum in cash, any incentive payment for the partial year otherwise payable in cash, based on the number of months from the start of the Measurement Period (or if later, from the first day of the month coincident with or next following the participant's date of participation in the Plan) to the last day of the month in which the Date of Termination (as defined in the Change in Control Agreement) occurs.

Any incentive payment following the death of a participant shall be paid to such person or persons, or other legal entity, as the participant may have designated in writing and delivered to the Bank. The participant may from time to time revoke or change any such designation by writing to the Bank. If there is no unrevoked designation on file at the participant's death, or if the person or persons designated therein shall have all pre-deceased the participant, such distribution shall be made to the participant's estate.

The Plan shall be administered by the CEO of the Bank whose actions will be subject to the approval of the Committee in material matters. The role of the Committee shall be to approve the Home Federal Bank Long-Term Incentive Plan, approve the target goals, approve Plan participants and approve the distribution or vesting of the incentive payment to all participants. The Plan Administrator is charged with the effective administration of the Plan including the interpretation in instances where the Plan is silent.

The Committee reserves the right, from time to time, to prescribe rules and regulations at such time and in such manner as it may deem appropriate.

Any change in the approved metric(s) caused by a single, non recurring event that results in a 10% impact on the metric may be evaluated by the Committee in its sole discretion to determine its inclusion or exclusion from the incentive calculation. The approved metric(s) may be further adjusted by the Committee, in its sole discretion, as the result of significant or material events meriting consideration by the Committee including, but not limited to, any single, non recurring event that results in a 10% change in the incentive calculation.

If the Committee determines, in its sole discretion, that a Plan Participant received a payment under the Plan, that is based on materially inaccurate financial statements, reviews, gains, or any other materially inaccurate criteria used in determining the incentive calculation, then the Committee shall determine the amount of any such incentive compensation that was paid as a result of such materially inaccurate financial statements, reviews, gains, or other materially inaccurate criteria (the "Overpayment Amount"). The Committee shall, promptly after making such determination, send the Plan Participant a notice of recovery ("Recovery Notice") which shall specify the Overpayment Amount and the terms for prompt repayment thereof. In addition, to the extent that the governing laws and/or regulations that relate to the concept of a "Clawback Provision" change or are revised such that they apply to the Company, such change or revision shall be hereby incorporated with no further action required, ab initio.

The Plan may be amended and shall be interpreted by the Committee, and its interpretation shall be final and binding on participant and all other parties of interest. The Plan may be terminated at any time as the Committee approves. Plan participants will be notified as soon as possible in the event an amendment or termination occurs.

The Plan is not intended as an Employment Agreement. The Plan does not restrict the rights of the Bank to terminate the employment of a Plan participant at any time and without any obligation under the Plan.

The Plan will be administered in accordance with all federal, state and local statutory requirements.

This Amendment and Restatement becomes effective July 1, 2013.

PHANTOM STOCK AWARD AGREEMENT effective as of _____________ ___, 2013, by and between Home Federal Bank, a federally chartered savings bank (the “Bank”) and a wholly-owned subsidiary of HF Financial Corp., a Delaware corporation (the “Corporation” or “HFFC”) and ____________________ (“Executive”).

(i)    a change-in-control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Corporation is then subject to such reporting requirement; or

(ii)    the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Corporation or any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Corporation (i) representing 20% or more, but not more than 50%, of the combined voting power of the Corporation’s then outstanding securities unless the transaction resulting in such ownership has been approved in advance by the Continuing Directors (as hereinafter defined); or (ii) representing more than 50% of the combined voting power of the Corporation’s then outstanding securities (regardless of any approval by the Continuing Directors); provided, however, that notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Plan by reason of the ownership of 20% or more of the total voting capital stock of the Corporation then issued and outstanding by the Corporation, any subsidiary of the Corporation or any employee benefit plan of the Corporation or of any subsidiary of the Corporation or any entity holding shares of the Common Stock organized, appointed or established for, or pursuant to the terms of, any such plan (any such person or entity described in this clause is referred to herein as a “Corporation Entity”); or

(iii)    any acquisition of control as defined in 12 Code of Federal Regulations Section 574.4, or any successor regulation, of the Corporation which would require the filing of an application for acquisition of control or notice of Change in Control in a manner which is set forth in 12 CFR Section 574.3, or any successor regulation; or

(iv)    the Continuing Directors (as hereinafter defined), cease to constitute a majority of the Corporation’s Board of Directors; or

(v)    the shareholders of the Corporation approve (i) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of Corporation stock would be converted into cash, securities or other property, other than a merger of the Corporation in which shareholders immediately prior to the merger have the same proportionate ownership of stock of the surviving Corporation immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation; or (iii) any plan of liquidation or dissolution of the Corporation.

For purposes of this definition, a Continuing Director shall mean any person who is a member of the Board of Directors of the Corporation, while such person is a member of the Board of Directors, who is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who (i) was a member of the Board of Directors on the date of this Agreement; or (ii) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this definition, “Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly, of securities of the Holding

Corporation representing 20% or more of the combined voting power of the Holding Corporation’s then outstanding securities, but shall not include the Investors or any Corporation Entity; and “Affiliate” and “Associate” shall have their respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

will be no adjustment in the event of a change in the number of outstanding shares of common stock of the Corporation by reason of a sale of stock for new capital paid into the Corporation.

HF FINANCIAL CORP.

By:    

Name:    

Its:    

Executive

    

Payouts for results between performance levels shall be prorated using straight-line interpolation.