Exhibit 10.16  AMENDMENT
NO. 1 TO THE HF
FINANCIAL CORP. 2002
STOCK OPTION AND INCENTIVE PLAN  Effective July 11, 2006  Pursuant
to Section 19 of the HF Financial Corp. 2002 Stock Option and Incentive
Plan (the Plan), this Amendment No. 1 (this Amendment)
amends the Plan as indicated herein. 
Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.  1.            Section 6 of the Planis hereby amended by deleting suchSection 6
in its entirety andreplacing
it with the following:  6.             General Terms and
Conditions of Options and Rights. 
The Committee shall have full and complete authority and discretion,
except as expressly limited by the Plan, to grant Options and/or Rights and to
provide the terms and conditions (which need not be identical among
Participants) thereof.  In particular,
the Committee shall prescribe the following terms and conditions: (i) the
Exercise Price of any Option or Right, which shall not be less than the Market
Value per Share at the date of grant of such Option or Right, (ii) the
number of Shares subject to, and the expiration date of, any Option or Right,
which expiration date shall not exceed ten years from the date of grant, (iii) the
manner, time and rate (cumulative or otherwise and including acceleration upon
certain events specified by the Committee) of exercise of such Option or Right,
and (iv) the restrictions, if any, to be placed upon such Option or Right
or upon Shares which may be issued upon exercise of such Option or Right.  The Committee may, as a condition of granting
any Option or Right, require that a Participant agree not to thereafter
exercise one or more Options or Rights previously granted to such
Participant.  No person will be eligible
to receive grants of Options or Rights covering more than Fifty Thousand
(50,000) Shares in any calendar year under this Plan pursuant to the grant of
Options or Rights hereunder.  2.            Section 7(d) of the Planis hereby amended by deleting suchSection 7(d) in
its entirety andreplacing
it with the following:  (d)           In the event of the death of a
Participant while in the Continuous Service of the Corporation or an Affiliate
or within the three month period referred to in paragraph (c) of this Section 7,
the person to whom any Option or Right held by the Participant at the time of
his death is transferred by will or the laws of descent and distribution may,
but only to the extent such Participant was entitled to exercise such Option or
Right immediately prior to his death (unless the Committee otherwise determines
that such Option or Right shall become exercisable in full or in part (as
related to any Option or Right not then otherwise exercisable) at the time of
his death and so provides in the applicable instrument or instruments
evidencing the grant of such Option or Right), exercise such Option or Right at
any time within a period of one year succeeding the date of death of such
Participant, but in no event later than ten years from


the date of grant of such
Option or Right.  Following the death of
any Participant to whom an Option was granted under the Plan, irrespective of
whether any Related Right shall have theretofore been granted to the
Participant or whether the person entitled to exercise such Related Right
desires to do so, the Committee may, as an alternative means of settlement of
such Option, elect to pay to the person to whom such Option is transferred by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the ERISA or the rules thereunder,
the amount by which the Market Value per Share on the date of exercise of such
Option shall exceed the Exercise Price of such Option, multiplied by the number
of Shares with respect to which such Option is properly exercised.  Any such settlement of an Option shall be
considered an exercise of such Option for all purposes or the Plan.  3.            Section 11(b) of the Planis hereby amended by deleting suchSection 11(b) in
its entirety andreplacing
it with the following:  (b)           Except as provided in Section 14
hereof, if a Participant ceases to maintain Continuous Service for any reason
(other than death, total or partial disability or normal or early retirement)
unless the Committee shall otherwise determine and provide in the agreement
referred to in paragraph (d) of this Section 11, all shares of
Restricted Stock theretofore awarded to such Participant and which at the time
of such termination of Continuous Service are subject to the restrictions
imposed by paragraph (a) of this Section 11 shall upon such
termination ofContinuous Service be forfeited and returned to the
Corporation.Unless the Committee shall have provided in the
agreement referred to in paragraph (d) of this Section 11 for a full
or ratable lapse of restrictions with respect to an award of shares of
Restricted Stock during the Restricted Period, if a Participant ceases to
maintain Continuous Service by reason of death, total or partial disability or
normal or early retirement, such portion of such shares of Restricted Stock
awarded to such Participant which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this Section 11,
as shall be equal to the portion of the Restricted Period with respect to such
shares which shall have elapsed at the time of such termination of Continuous
Service shall be free of restrictions and shall not be forfeited.  4.            Except as expressly modified hereby, the terms and
conditions set forth in the Plan remain in full force and effect.