Prepared by MerrillDirect





EXHIBIT
10.18


HOME
FEDERAL SAVINGS BANK


CHANGE-IN-CONTROL
AGREEMENT


             This Change-in-Control Agreement (the
"Agreement") is entered into as of this 8th day of April, 2000, by
and between Home Federal Savings Bank, a federally-chartered savings bank (the
"Bank") and David A. Brown (the "Employee").


             WHEREAS, the Employee is currently serving as a senior
vice president of the Bank, holding the title of Senior Vice
President/Commercial Banking; and


             WHEREAS, the Bank is a wholly-owned subsidiary of HF
Financial Corp., (the Holding Company"), and the Holding Company offers
its common stock for sale to the public and is subject to supervision by the
Securities and Exchange Commission ("SEC"); and


             WHEREAS, both the Bank and the Holding Company are
subject to supervision by the Office of Thrift Supervision (the
"OTS"); and


             WHEREAS, the Board of Directors of the Bank recognizes
that, as is the case with publicly held corporations generally, the possibility
of a change-in-control of the Holding Company may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of key management
personnel to the detriment of the Bank, the Holding Company and its
stockholders; and


             WHEREAS, the Board of Directors of the Bank believes it
is in the best interests of the Bank to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the continued attention and dedication of the Employee
to his assigned duties without distraction in the face of potentially
disruptive circumstances arising from the possibility of a change-in-control of
the Holding Company, although no such change is now known of; and


             WHEREAS, the Board of Directors of the Bank has approved
and authorized the execution of this Agreement with the Employee to take effect
as stated in Section 1 hereof.


             NOW, THEREFORE, in consideration of the foregoing and of
the respective covenants and agreements of the parties herein contained, it is
agreed as follows:


             1.          Term
of Agreement.  This Agreement will
commence on the date hereof and shall continue in effect until the third
anniversary of the date hereof; and, commencing on the first anniversary of the
date hereof and on each anniversary thereafter, the term of this Agreement
shall automatically be extended for one additional year unless, not later than
90 days prior to any such date of automatic extension of this Agreement, the
Bank shall have given notice that the Agreement will not be so extended;
provided, however, if a Change-in-Control shall have occurred during the
original or any extended term of this Agreement, this Agreement shall in all
events continue in effect for a period of 24 months following a Change-in-Control;
provided, further, that if Employee becomes entitled to payments in accordance
with Section 4 of this Agreement (or assert a claim for such payments) during
the term of this Agreement as heretofore described, this Agreement will
thereafter survive indefinitely to ensure that Employee receives all payments
and benefits to which Employee is entitled pursuant to the terms hereof.


             2.          Change-in-Control.  No benefits shall be payable hereunder
unless there shall have been a Change-in-Control, as set forth below.  For purposes of this Agreement, a
"Change-in-Control" shall mean:


             a.          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 Holding Company is then subject to such reporting requirement; or


                           b.          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 Holding Company 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 Holding Company (i)
representing 20% or more, but not more than 50%, of the combined voting power
of the Holding Company'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 Holding Company'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 Agreement by reason of the ownership of 20%
or more of the total voting capital stock of the Holding Company then issued
and outstanding by the Holding Company, any subsidiary of the Holding Company
or any employee benefit plan of the Holding Company or of any subsidiary of the
Holding Company 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
"Company Entity"); or




                           c.          any
acquisition of control as defined in 12 Code of Federal Regulations Section
574.4, or any successor regulation, of the Holding Company 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


                           d.          the
Continuing Directors (as hereinafter defined), cease to constitute a majority
of the Holding Company's Board of Directors; or


                           e.          the
shareholders of the Holding Company approve (i) any consolidation or merger of
the Holding Company in which the Holding Company is not the continuing or
surviving Holding Company or pursuant to which shares of Holding Company stock
would be converted into cash, securities or other property, other than a merger
of the Holding Company in which shareholders immediately prior to the merger
have the same proportionate ownership of stock of the surviving Holding Company
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 Holding Company; or (iii) any plan of
liquidation or dissolution of the Holding Company.


             For purposes of this definition,
"Continuing Director" shall mean any person who is a member of the
Board of Directors of the Holding Company, 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 as first written above; 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 Company representing 20% or more of the combined voting power of
the Holding Company's then outstanding securities, but shall not include the
Investors or any Holding Company Entity; and "Affiliate" and
Associate" shall have their respective meanings ascribed to such terms in
Rule 12b-2 promulgated under the Exchange Act.


             3.          Termination
Following a Change-in-Control.  If a
Change-in-Control shall have occurred, Employee shall be entitled to the
benefits provided in Section 4(a) hereof upon any termination of Employee's
employment during the term of this Agreement unless such termination is (i)
because of Employee's death; (ii) by the Bank for Cause (as defined below); or
(iii) by Employee other than for Good Reason (as defined below):


                           a.          Cause.  Termination by the Bank of Employee's
employment for "Cause" shall mean termination upon (i) the willful
and continued failure by Employee to substantially perform Employee's duties
with the Bank (other than any such failures resulting from Employee's
disability or from Employee's termination for Good Reason), after a demand for
substantial performance is delivered to Employee which specifically identifies
the manner in which the Bank believes that Employee has not substantially
performed his duties, and Employee has failed to resume substantial performance
of those duties on a continuous basis within 14 days of receiving such demand;
(ii) Employee's willful engaging in conduct which is demonstrably and
materially injurious to the Bank, monetarily or otherwise; (iii) Employee's
conviction of a felony which impairs his ability substantially to perform Employee's
duties with the Bank; (iv) the Employee's personal dishonesty, incompetence,
breach of fiduciary duty for personal profit or willful violation of any law,
rule or regulation (other than traffic violations or similar offenses) or final
cease and desist order; or (v) the Employee's material breach of this
Agreement.  For purposes of this
Subsection, no act, or failure to act, on the part of the Employee shall be
deemed "willful" unless done, or omitted to be done, by Employee not
in good faith and without reasonable belief that Employee's action or omission
was in the best interest of the Bank. 
Failure to perform duties with the Bank during any period of disability
shall not constitute Cause.




                           b.          Good
Reason.  Employee's termination of
employment for "Good Reason" shall mean termination by the Employee
upon the occurrence, without his express written consent, within 24 months
following a Change-in-Control of any one or more of the following:


                           i)           the assignment to the Employee of any
duties inconsistent in any respect with Employee's position (including status,
offices, titles, and reporting requirements), authorities, duties, or other
responsibilities as in effect immediately prior to the Change-in-Control or any
other action of the Bank which results in a diminishment in such position,
authority, duties, or responsibilities, other than an insubstantial and
inadvertent action which is remedied by the Bank promptly after receipt of
notice thereof given by Employee;


                           ii)          a
reduction by the Bank in Employee's base salary as in effect on the date hereof
or as the same shall be increased from time to time;


                           iii)         the
Bank's requiring Employee to be based at a location outside of Sioux Falls,
South Dakota;


                           iv)         the
failure by the Bank to (a) continue in effect any material compensation or
benefit plan, program, policy or practice in which Employee was participating
at the time of the Change-in-Control, or (b) provide the Employee with
compensation and benefits at least equal (in terms of benefit levels and/or
reward opportunities) to those provided for under each employee benefit plan,
program, policy and practice as in effect immediately prior to the
Change-in-Control (or as in effect following the Change-in-Control, if
greater);


                           v)          the
failure of the Bank to obtain a satisfactory agreement from any successor to
the Bank to assume and agree to perform this Agreement, as contemplated in
Section 7 hereof; and


                           vi)         any
purported termination by the Bank of the Employee's employment that is not
effected pursuant to a Notice of Termination (as defined below);


             The Bank's right to terminate
Employee's employment pursuant to this Subsection shall not be affected by the
Employee's incapacity due to physical or mental illness.  The Employee's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.  Employee's termination of employment for Good Reason as defined
in this Subsection 3(b) shall constitute termination for Good Reason for all
purposes of this Agreement, notwithstanding that the Employee may also thereby
be deemed to have "retired" under any applicable retirement programs
of the Bank.


                           c.          Notice
of Termination.  Any purported
termination of the Employee's employment by the Bank or by the Employee (other
than by reason of the Employee's death) within 24 months following the month in
which a Change-in-Control occurs, shall be communicated by Notice of
Termination to the other party hereto in accordance with Section 8 hereof.  No purported termination of the Employee's
employment by the Bank shall be effective if it is not pursuant to a Notice of
Termination.  Failure by the Employee to
provide Notice of Termination shall not limit any of the Employee's rights
under this Agreement except to the extent the Bank can demonstrate that it
suffered actual damages by reason of such failure.  For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and the Date of Termination
(as defined below) and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated.


                          d.          Date of Termination.  "Date of Termination" shall mean
the date specified in the Notice of Termination (except in the case of the
Employee's death, in which case Date of Termination shall be the date of
death); provided, however, that if the Employee's employment is terminated by
the Bank, the date specified in the Notice of Termination shall be at least 30
days from the date the Notice of Termination is given to the Employee and if
the Employee terminates his employment for Good Reason, the date specified in
the Notice of Termination shall not be more than 60 days from the date the
Notice of Termination is given to the Bank.


             4.          Compensation
Upon Termination.  Following a
Change-in-Control, upon termination of employment during the term of this
Agreement the Employee shall be entitled to the following benefits:


             a.          If
employment by the Bank shall be terminated (A) by the Bank for any reason other
than Cause, or (B) by the Employee for Good Reason, the Employee shall be
entitled to the benefits, to be funded from the general assets of the Bank,
provided below:


                           i)           the
Bank shall pay the Employee full base salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given;


                           ii)          the
Bank will pay as severance benefits to the Employee, not later than 30 days
following the Date of Termination, a lump sum severance payment equal to 1.5
times the sum of (A) the Employee's annual base salary in effect at the time
Notice of Termination is given or immediately prior to the date of the
Change-in-Control, whichever is greater, and (B) annual incentive compensation
payments which were potentially available to the Employee at the time Notice of
Termination is given or immediately prior to the date of the Change-in-Control,
whichever is greater (or if there is no such incentive payment, the amount
earned in the last fiscal year prior to the Change-in-Control);


                           iii)         for
a 18-month period after the Date of Termination, the Bank will arrange to
provide the Employee with welfare benefits (including life and health insurance
benefits), perquisites and other employee benefits of substantially similar
design and cost to the Employee as the welfare benefits, perquisites and other
employee benefits available to the Employee immediately prior to the Notice of
Termination; but benefits otherwise receivable by the Employee pursuant to this
Subsection (iii) shall be discontinued if the Employee obtains full-time
employment providing welfare benefits during the 18-month period following the
Date of Termination;


                           iv)         the
full amount of any long-term cash incentive award for any plan periods then in
progress to the extent not provided for in such plan or plans; and


                           v)          the
Bank shall pay for individual out-placement counseling services for the Employee.


             b.          The
payments provided for in Section 4(a) above shall be made not later than 30
days following the Date of Termination; provided, however, that if the amounts
of such payments cannot be finally determined, on or before such day, the Bank
shall pay to the Employee on such day an estimate as determined in good faith
by the Bank of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest from the date of such estimated
payment at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue
Code of 1986, as amended (the "Code")) as soon as the amount thereof
can be determined but in no event later than 45 days after the Date of
Termination.


             In the event that the amount of the
estimated payment exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Bank to the Employee payable no
later than 30 days after demand by the Bank (together with interest from the
date of such estimated payment at the rate provided in Section 1274(b)(2)(B) of
the Code.


             c.          The
Bank shall also pay to the Employee any legal fees and expenses incurred by the
Employee (i) as a result of successful litigation against the Bank for
nonpayment of any benefit hereunder, or (ii) in connection with any dispute
with any Federal, state or local governmental agency with respect to benefits
claimed under this Agreement.  If the
Employee utilizes arbitration to resolve any such dispute, the Bank will pay any
legal fees and expenses incurred by the Employee in connection therewith.


             d.          The
Employee shall not be required to mitigate the amount of any payment provided
for in this Section 4 by seeking other employment or otherwise, nor shall the
amount of any payment provided for in this Section 4 be reduced by any
compensation earned by the Employee as the result of employment by another
employer after the Date of Termination, or otherwise, except as set forth in
Section 4a(iii) hereof.


             e.          Notwithstanding
anything in this Agreement to the contrary, no payments may be made pursuant to
Section 4 hereof without the prior approval of the OTS if following such
payment the Bank would not be in compliance with its fully phased-in capital
requirements as defined in OTS regulations. 
Further, any payments made to the Employee pursuant to this Agreement,
or otherwise, are subject to and conditioned upon their compliance with 12 USC
§1828(k) and any regulations promulgated thereunder.


             5.          Certain
Reduction of Payments by the Bank. 
Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payment or distribution by the Bank to or for
the benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise) (a
"Payment") would be nondeductible (in whole or part) by the Bank for
Federal income tax purposes because of Section 280G of the Code, then the
aggregate present value of amounts payable or distributable to or for the
benefit of the Employee pursuant to this Agreement (such amounts payable or
distributable pursuant to this Agreement are hereinafter referred to as
"Agreement Payments") shall be reduced to the Reduced Amount.  The "Reduced Amount" shall be an
amount, not less than zero, expressed in present value which maximizes the
aggregate present value of Agreement Payments without causing any Payment to be
nondeductible by the Bank because of Section 280G of the Code.  For purposes of this Section 5, present value
shall be determined in accordance with Section 280G(d)(4) of the Code.


             6.          Nonexclusivity
Rights.  Nothing in this Agreement
shall prevent or limit the Employee's continuing or future participation in any
benefit, bonus, incentive, retirement or other plan or program provided by the
Bank and for which the Employee may qualify, nor, except as provided in Section
13, shall anything herein limit or reduce such rights as the Employee may have
under any other agreement with, or plan, program, policy or practice of, the
Bank.  Amounts which are vested benefits
or which the Employee is otherwise entitled to receive under any agreement
with, or plan, program, policy or practice of, the Bank (including, without
limitation, the cashout of unused vacation days upon termination of employment)
shall be payable in accordance with such agreement, plan, program, policy or
practice, except as explicitly modified by this Agreement.


             7.          Successors


                           a.          The
Bank will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the
business and/or assets of the Bank or of any division or subsidiary thereof
employing the Employee to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Bank would be required to
perform if no such succession had taken place. 
Failure of the Bank to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall
entitle the Employee to compensation from the Bank in the same amount and on
the same terms as he would be entitled hereunder if his employment were
terminated for Good Reason following a Change-in-Control, except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination and Notice of
Termination shall be deemed to have been given on such date.


                           b.          This
Agreement shall inure to the benefit of and be enforceable by the Employee's
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees, and legatees. 
If the Employee should die while any amount would still be payable to
him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement,
to his devisee, legatee or other designee or, if there is no such designee, to
his estate or, if no estate, in accordance with applicable law.


             8.          Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, postage prepaid, addressed to the other party as
follows:


If to the Bank, to:



Home Federal Savings Bank

Attention: Corporate Secretary

225 South Main Avenue

Sioux Falls, SD  57117



If to Employee, to:



David A. Brown

4312 S. Fireside Avenue

Sioux Falls, SD  57103



             Either party to this Agreement may change its address
for purposes of this Section 8 by giving 15 days' prior notice to the other
party hereto.


             9.          Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Employee and such officer as may be
specifically designated by the Board to sign on behalf of the Bank.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
South Dakota.


             10.        Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


             11.        Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


             12.        Arbitration.  If the Employee so elects, any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in accordance with the rules of the American
Arbitration Association then in effect. 
Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Employee shall be entitled to seek
specific performance of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in
connection with this Agreement.  If the
Employee does not elect arbitration, he may pursue any and all legal remedies
available to him.


             13.        Employment
Agreement.  Reference is hereby made
to that certain Agreement, dated contemporaneously with this Agreement, by and
between the Bank and the Employee.  The
termination of the Employment Agreement shall have no effect on the term of
this Agreement.  All terms and
conditions of the Employment Agreement shall continue in full force and effect
(until termination of the Employment Agreement in accordance with its terms),
including following a Change-in-Control, except as expressly modified by this
Section.  The mutual promises in this
Agreement and in the Employment Agreement shall serve as consideration for each
agreement contemporaneously executed.


             14.        Effective
Date.  This Agreement shall become
effective as of the date first set forth above.


             15.        Employment.  This Agreement does not constitute a
contract of employment or impose on the Bank any obligation to retain the
Employee as an employee, to continue his current employment status or to change
any employment policies of the Bank.


             16.        Amendments.  No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties, except as herein
otherwise provided.


             17.        Severability.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or unenforceability of the other provisions hereof.


             IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.


	 	HOME FEDERAL SAVINGS BANK
	 	 
	 	 
	 	/s/ Curtis L. Hage
	 	 
	 	By:	Curtis L. Hage
	 	 	


	 	Its:	Chairman, President and
	 	 	


	 	 	Chief Executive Officer
	 	 	


	 	 
	 	 
	 	EMPLOYEE
	 	 
	 	 
	 	/s/ David A. Brown
	 	


	 	David A. Brown