Exhibit 10.4


HOME
FEDERAL BANK


CHANGE-IN-CONTROL
AGREEMENT


This
Change-in-Control Agreement (the “Agreement”) is entered into as of this 2nd day of July, 2007, by
and between Home Federal Bank, a federally chartered savings bank and
__________ (the “Employee”).  As used
herein, the term “Bank” shall mean Home Federal Bank or, if the context
requires, its successor.


WHEREAS,
the Employee is currently serving as a __________________ of the Bank, holding
the title of _________________; 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  while the Employee is employed with the Bank;
provided, however, that if the Employee gives Notice of Non-extension of
Employee’s Employment Agreement, this Agreement shall terminate when the
Employment Agreement terminates.


2.             Change-in-Control.  No benefits
shall be payable hereunder unless there shall have been a Change-in-Control, as
set forth below, and the Employee’s employment is terminated as described in
this Agreement.  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) material violation of a law or regulation which:  (a) governs the Employee’s conduct as an
officer of the Bank; or (b) in the
reasonable opinion of the Bank affects the Employee’s fitness  to serve in his position; (ii)  substantial neglect of the Employee’s
duties; (iii) action or inaction, which materially and adversely impacts the
Bank’s safety, soundness, security, assets, customers or employees; (iv)
dishonesty of a material nature; (v) failure to comply with Bank material
rules, regulations or policies; (vi) engaging in personal conduct which, when
considering the Employee’s position with the Bank, would materially detract
from its business reputation in the community served; (vii) material breach of
any material covenant or condition of this Agreement; and (viii) willful and
material misconduct.


Termination
for Cause shall be preceded by a fair and complete investigation, including an
opportunity for Employee to provide information that the Employee deems
relevant.













(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 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);


(iv)          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


(v)           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 and 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 is 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 his full annual base
salary through the Date of Termination at the rate in effect at the time Notice
of Termination is given;


(ii)           the Bank shall pay the Employee in accordance with the
terms of the Short-Term Incentive Plan, any incentive payment Employee has a
right to receive on the last day of the fiscal year prior to Employee’s Date of
Termination.


(iii)          the Bank shall pay as severance pay to the Employee,
on the thirtieth day following the Date of Termination, a lump sum severance
payment equal to _____ 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) the amount
determined as follows: (1)  the amount
that the Employee had accrued during the plan year under the Short-Term
Incentive Plan as of the first of the month following the month in which the
Change-in-Control occurred, annualized by dividing the amount accrued by the
number of months from the start of the plan year to the first of the month
following the month in which the Change-in-Control occurred multiplied by
twelve; plus, (2)  the amount of each of
the Short-Term Incentive Awards, if any, awarded to the Employee in the three
years immediately prior to the Change-in-Control divided by four; provided,
however, that payments under this subparagraph will be conditioned upon
compliance with paragraph 6 of Employee’s Employment Agreement — Agreement Not
to Compete — and payments made under this subparagraph must be returned to the
Bank if the Employee violates the non-compete provisions contained in that
non-compete paragraph;


(iv)          the Bank shall pay the Employee the amount that has
accrued to the Employee under the Long-Term Incentive Plan as of the first day
of the month prior to the Date of Termination;


(v)           (A)  for a
36-month period after the Date of Termination, the Bank will arrange to provide
the Employee with health and dental insurance substantially similar in design
and cost to the Employee as the health and dental coverage available to the
Employee immediately prior to the Notice of Termination; but all health and
dental benefits receivable by the Employee pursuant to this Subsection (v)(A)
shall be discontinued if the Employee obtains full-time employment providing
comparable health and dental benefits to Employee provided in accordance with
this Subsection (v)(A) during the 36-month period following the Date of
Termination; and


(B)
for an 18-month period after the Date of Termination, the Bank will arrange to
provide the Employee with life, disability and other welfare benefits (“Welfare
Benefits”) substantially similar in design and cost to the Employee immediately
prior to the Notice of Termination; but all such Welfare Benefits receivable by
the Employee pursuant to this Subsection (v)(B) shall be discontinued if the
Employee obtains full-time employment providing comparable Welfare Benefits to
Employee provided in accordance with this Subsection (v)(B) during the 18-month
period following the Date of Termination.


(vi)          payment in accordance with the HF Financial Corp.
Excess Plan for Executives;


(vii)        the Bank shall pay for individual out-placement
counseling services for the Employee in an amount that shall not exceed $10,000
for a period of time not extending beyond the end of the second calendar year
following the calendar year of the Employee’s Date of Termination;


(viii)      a lump sum payment equal to 18 months of membership
dues to the country club(s) that the Employee is a member of upon his Date of Termination;


(ix)         financial planning and tax preparation expenses, not
to exceed $5,000 from the Date of Termination payable for 18 months following
the Date of Termination;


(x)           a lump sum payment equal to the value of any other
fringe benefits or perquisites provided to the Employee immediately prior to
his Date of Termination; and













(xi)           in accordance with the HF Financial Corp. 1991 and 2002
Stock Option and Incentive Plan, the vesting of awards and lapsing of
restrictions as set forth in the HF Financial Corp. 1991 and 2002 Stock Option
and Incentive Plan.


The
payments provided for in Section 4(a) (i), (ii), (iii), (iv), (viii) and (x) above
shall be made on the 30th day 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”)) on the 45th day
after the Date of Termination. 
Notwithstanding the above, if the Bank determines that any of the
payments in Section 4(a) are subject to 409A(a)(2)(B)(i) of the Code (or a
successor provision), then any such payments shall be delayed until the first
day following the sixth month anniversary of the Employee’s 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).


(b)           The Bank shall also pay to the Employee any reasonable
legal fees and reasonable 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 reasonable legal fees and
reasonable expenses incurred by the Employee in connection therewith.


(c)           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(iv) hereof.


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, or its successor.


6.             No Exclusivity 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 cash out 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 his 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 Bank


Attention:
Corporate Secretary


225
South Main Avenue


Sioux Falls, SD  57104


If to Employee, to:


______________________


______________________


______________________


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.  Any disputes
under this Agreement will be resolved by arbitration, in the state of South
Dakota, by a mutually-agreeable neutral arbitrator, pursuant to the rules of
the American Arbitration Association. 
The decision of the arbitrator shall be final and binding on the
parties.  All information and
documentation submitted by the parties or received from any other source,
together with all transcripts of the hearing(s) or other proceedings, and the
arbitrator’s findings, shall be treated by the arbitrator and the parties as
Confidential Information and the participants agree not to disclose or turn
over any such information or documentation to a third party without the prior
written consent of the parties, or pursuant to a lawful subpoena or court
order, or an order to obtain a injunctive relief;













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 Employee’s Employment
Agreement by the Bank or its successor, as defined in Section 7 shall have no
effect on the term of this Agreement. 
However, the termination of the Employment Agreement by the Employee
shall result in termination of this Agreement at the same time the Employment
Agreement terminates.  All terms and
conditions of Employee’s Employment Agreement, including the non-compete
provisions in paragraph 6, shall continue in 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, except that when Employee is terminated following a Change-in-Control,
the severance provisions in Employee’s Employment Agreement shall not apply and
payments to the Employee shall be governed by this Agreement.  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.           Section 409A of the Code.  It is the
intent of the parties that this Agreement be construed to avoid the excise tax
and penalties described in Section 409A of the Code.  The parties acknowledge that the Agreement
may require amendment to comply with the requirements of Section 409A of the
Code.


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


18.           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 BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By: 

  	
  Curtis L. Hage

  
	
   

  	
  Its: 

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE