**Exhibit 10.20**

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[FIRST TENNESSEE LOGO]

 

**PROMISSORY NOTE**

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| **Principal**     |   | **Loan Date**  |   | **Maturity**   |   | **Loan No** |   | Call / Call |   | **Account**   |   | **Officer** |   | **Initials** |
|-------------------|--------|----------------|--------|----------------|--------|------------------|--------|-----------------------|--------|---------------|--------|-------------|--------|--------------|
| **$3,000,000.00** |   | **06-01-2003** |   | **05-30-2004** |   |             |   | 04A1 / USEC |   | **460418532** |   |        |   |         |

References in shaded area are for Lender's use only and do not limit theapplicability of this document to any particular loan or item.

Any item above containing "* * *" has been omitteddue to text length limitations.

 
| **Borrower:** |   | HF Financial Corp. (TIN:  46-0418532) |   | **Lender:** |   | First Tennessee Bank National  Association |
|---------------|--------|---------------------------------------|--------|-------------|--------|--------------------------------------------|
|          |   | 225 S. Main Street                    |   |        |   | Financial Institutions                     |
|          |   | Sioux Falls, SD 57117                 |   |        |   | 845 Crossover Lane, Suite 150              |
|          |   |                                  |   |        |   | Memphis, TN 38117                          |

 

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| **Principal  Amount: $3,000,000.00** |   | **Initial Rate: 4.000%** |   | **Date of Note: June 1, 2003** |
|--------------------------------------|--------|--------------------------|--------|--------------------------------|

 

**PROMISETO PAY. HF Financial Corp. ("Borrower") promises to pay to FirstTennessee Bank National Association ("Lender"), or order, in lawfulmoney of the United States of America, the principal amount of Three Million& 00/100 Dollars ($3,000,000.00) or so much as may be outstanding, togetherwith interest on the unpaid outstanding principal balance of each advance.Interest shall be calculated from the date of each advance until repayment ofeach advance.**

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**PAYMENT.Borrower will pay this loan in one payment of all outstanding principal plusall accrued unpaid interest on May 30, 2004. In addition, Borrower willpay regular quarterly payments of all accrued unpaid interest due as of eachpayment date, beginning July 30, 2003, with all subsequent interestpayments to be due on the same day of each quarter after that. Unless otherwiseagreed or required by applicable law, payments will be applied first to accruedunpaid interest, then to principal, and any remaining amount to any unpaidcollection costs. The annual interest rate for this Note is computed on a365/360 basis: that is, by applying the ratio of the annual interest rate overa year of 360 days, multiplied by the outstanding principal balance, multipliedby the actual number of days the principal balance is outstanding. Borrowerwill pay Lender at Lender's address shown above or at such other place asLender may designate in writing.**

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**VARIABLEINTEREST RATE.**The interest rate on this Note is subject to changefrom time to time based on changes in an index which is the Lender's basecommercial rate (the "Index"). The Index is not necessarily thelowest rate charged by Lender on its loans and is set by Lender in its solediscretion. If the Index becomes unavailable during the term of this loan,Lender may designate a substitute index after notifying Borrower. Lender willtell Borrower the current index rate upon Borrower's request. The interest ratechange will not occur more often than each day. Borrower understands thatLender may make loans based on other rates as well. **The Index currently is 4.250% per annum. The interest rate to be appliedto the unpaid principal balance of this Note will be at a rate of 0.250percentage points under the Index, resulting in an initial rate of 4.000% perannum.**NOTICE: Under no circumstances will the interest rate on thisNote be more than the maximum rate allowed by applicable law.

 

**PREPAYMENT.**Borrowermay pay without penalty all or a portion of the amount owed earlier than it isdue. Early payments will not, unless agreed to by Lender in writing, relieveBorrower of Borrower's obligation to continue to make payments of accruedunpaid interest. Rather, early payments will reduce the principal balance due.Borrower agrees not to send Lender payments marked "paid in full","without recourse", or similar language. If Borrower sends such apayment, Lender may accept it without losing any of Lender's rights under thisNote, and Borrower will remain obligated to pay any further amount owed toLender. All written communications concerning disputed amounts, including anycheck or other payment instrument that indicates that the payment constitutes"payment in full" of the amount owed or that is tendered with otherconditions or limitations or as full satisfaction of a disputed amount must bemailed or delivered to: First Tennessee Bank National Association, FinancialInstitutions, 845 Crossover Lane, Suite 150, Memphis, TN 38117.

 

**INTERESTAFTER DEFAULT.**Upon default, including failure to pay upon finalmaturity, Lender, at its option, may, if permitted under applicable law,increase the variable interest rate on this Note to 21.000% per annum. In noevent will the effective total interest rate on this Note be greater than therate permitted by applicable law.

 

**DEFAULT.**Eachof the following shall constitute an event of default ("Event ofDefault") under this Note:

 

**Payment Default.**Borrowerfails to make any payment when due under this Note.

 

**Other Defaults.**Borrowerfails to comply with or to perform any other term, obligation, covenant orcondition contained in this Note or in any of the related documents or tocomply with or to perform any term, obligation, covenant or condition containedin any other agreement between Lender and Borrower.

 

**Default in Favor of Third Parties.**Borroweror any Grantor defaults under any loan, extension of credit, securityagreement, purchase or sales agreement, or any other agreement, in favor of anyother creditor or person that may materially affect any of Borrower's propertyor Borrower's ability to repay this Note or perform Borrower's obligationsunder this Note or any of the related documents.

 

**False Statements.**Anywarranty, representation or statement made or furnished to Lender by Borroweror on Borrower's behalf under this Note or the related documents is false ormisleading in any material respect, either now or at the time made or furnishedor becomes false or misleading at any time thereafter.

 

**Insolvency.**Thedissolution or termination of Borrower's existence as a going business, theinsolvency of Borrower, the appointment of a receiver for any part ofBorrower's property, any assignment for the benefit of creditors, any type ofcreditor workout, or the commencement of any proceeding under any bankruptcy orinsolvency laws by or against Borrower.

 

**Creditor or Forfeiture Proceedings.**Commencementof foreclosure or forfeiture proceedings, whether by judicial proceeding,self-help, repossession or any other method, by any creditor of Borrower or byany governmental agency against any collateral securing the loan. This includesa garnishment of any of Borrower's accounts, including deposit accounts, withLender. However, this Event of Default shall not apply if there is a good faithdispute by Borrower as to the validity or reasonableness of the claim which isthe basis of the creditor or forfeiture proceeding and if Borrower gives Lenderwritten notice of the creditor or forfeiture proceeding and deposits withLender monies or a surety bond for the creditor or forfeiture proceeding, in anamount determined by Lender, in its sole discretion, as being an adequatereserve or bond for the dispute.

 

**Events Affecting Guarantor.**Anyof the preceding events occurs with respect to any guarantor, endorser, surety,or accommodation party of any of the indebtedness or any guarantor, endorser,surety, or accommodation party dies or becomes incompetent, or revokes ordisputes the validity of, or liability under, any guaranty of the indebtednessevidenced by this Note. In the event of a death, Lender, at its option, may,but shall not be required to, permit the guarantor's estate to assumeunconditionally the obligations arising under the guaranty in a mannersatisfactory to Lender, and, in doing so, cure any Event of Default.

 

**Change in Ownership.**Anychange in ownership of twenty-five percent (25%) or more of the common stock ofthe Borrower.

 

**Adverse Change.**Amaterial adverse change occurs in Borrower's financial condition, or Lenderbelieves the prospect of payment or performance of this Note is impaired.

 

**Cure Provisions.**Ifany default, other than a default in payment is curable and if Borrower has notbeen given a notice of a breach of the same provision of this Note within thepreceding twelve (12) months, it may be cured (and no event of default willhave occurred) if Borrower, after receiving written notice from Lenderdemanding cure of such default: (1) cures the default within fifteen (15) days;or (2) if the cure requires more than fifteen (15) days, immediately initiatessteps which Lender deems in Lender's sole discretion to be sufficient to curethe default and thereafter continues and completes all reasonable and necessarysteps sufficient to produce compliance as soon as reasonably practical.

 

**LENDER'SRIGHTS.**Upon default, Lender may declare the entireunpaid principal balance on this Note and all accrued unpaid interestimmediately due, and then Borrower will pay that amount.

 

Any payment not made when duehereunder (whether by acceleration or otherwise) shall bear interest aftermaturity at the maximum effective contract rate of interest which the Lendermay lawfully charge.

 

In the event of any renewal orextension of the loan indebtedness evidenced hereby, unless the partiesotherwise agree to a lower rate, the Lender shall have the right to chargeinterest at the highest of the following rates: (i) the maximum ratepermissible at the time the contract to make the loan was executed; or (ii) themaximum rate permissible at the time the loan was made; or (iii) the maximumrate permissible at the time of such renewal or extension; or (iv) the maximumrate permitted by applicable federal law; it being intended that those statutesand laws, state or federal, from time to time in effect, which permit thecharging of the higher rate of interest shall govern the maximum rate which maybe charged hereunder. In the event that for any reason the foregoing provisionshereof shall not contain a valid, enforceable designation of a rate of interestprior to maturity or method of determining the same, then the indebtednesshereby evidenced shall bear interest prior to maturity at the maximum effectiverate which may be lawfully charged by the Lender under applicable law.

 

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Regardless of any provisionherein, or in any other document executed in connection herewith, the holderhereof shall never be entitled to receive, collect, or apply as interesthereon, any amount in excess of the maximum contract rate which may be lawfullycharged by the holder hereof under applicable law; and in the event the holderhereof ever receives, collect, or applies at interest, any such excess, suchamount which would be excessive interest shall be deemed a partial prepaymentof principal and treated hereunder as such; and, if the principal hereof ispaid in full, any remaining excess shall forthwith be paid to the undersigned.In determining whether or not the interest paid or payable, under any specificcontingency, exceeds the maximum lawful contract rate, the undersigned and theholder hereof shall, to the maximum extent permitted by applicable law, (a)characterize any non-principal payment as a reasonable loan charge, rather thanas interest; (b) exclude voluntary prepayments and the effects thereof; and (c)amortize, prorate, allocate, and spread, in equal parts, the total amount ofinterest throughout the entire contemplated term hereof, so that the interestaccrued or to accrue throughout the entire term contemplated hereby shall at notime exceed the maximum lawful contract rate.

 

**ATTORNEYS'FEES; EXPENSES.**Lender may hire or pay someone else tohelp collect this Note if Borrower does not pay. Borrower will pay Lender thatamount. This includes, subject to any limits under applicable law, Lender'sattorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,including attorneys' fees, expenses for bankruptcy proceedings (includingefforts to modify or vacate any automatic stay or injunction), and appeals. Ifnot prohibited by applicable law, Borrower also will pay any court costs, inaddition to all other sums provided by law.

 

**JURYWAIVER. Lender and Borrower hereby waive the right to any jury trial in anyaction, proceeding, or counterclaim brought by either Lender or Borroweragainst the other.**

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**DISHONOREDITEM FEE.** Borrower will pay a fee to Lender of $28.00if Borrower makes a payment on Borrower's loan and the check or preauthorizedcharge with which Borrower pays is later dishonored.

 

**RIGHTOF SETOFF.**To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking, savings, or some other account).  This includes all accounts Borrower may open in the future.  However, this does not include any IRA orKeogh accounts, or any trust accounts for which setoff would be prohibited bylaw.  Borrower authorizes Lender, to theextent permitted by applicable law, to charge or setoff all sums owing on thedebt against any and all such accounts, and, at Lender's option, toadministratively freeze all such accounts to allow Lender to protect Lender'scharge and setoff rights provided in this paragraph.

 

**FINANCIALSTATEMENTS.** The undersigned agrees to furnish acurrent financial statement upon the request of Lender from time to time, andfurther agrees to execute and deliver all other instruments and take such otheractions as Lender may from time to time reasonably request in order to carryout the provisions and intent hereof.

 

**LATEFEE.** For any payment which is not made within 20 daysof the due date for such payment, the Borrower shall pay a late fee, includingwithout limitation loans which are renewed more than 20 days after the due dateeven though the renewal may be dated as of the past-due payment date.  The late fee shall equal the lesser of 5% ofthe unpaid portion of the past-due payment or $500.

 

**ALTERNATIVEFUNDING.**Lender may grant to any of its specialpurpose funding vehicles (each an "SPC"), the option to provide allor any part of any loan the Lender would otherwise be obligated to makepursuant to this Note.  In no eventshall any SPC be committed to make any loan. The option granted to any SPC to provide all or any part of any loanshall not alter the obligation of the Lender to make loans pursuant to thisNote.  Each SPC shall be conclusivelypresumed to have made arrangements with its Lender for the exercise of votingand other rights hereunder in a manner which is acceptable to the SPC.  Each party to this Note agrees that no SPCshall be liable for any indemnity or similar payment obligation under this Note(all liability for which shall remain with the related Lender).  Each party to this Note agrees (which Noteshall survive the termination of this Note) that it will not institute against,or join any other person in instituting against, such SPC any Bankruptcy, reorganization,arrangement, insolvency or liquidation proceedings or similar proceedings underthe laws of the United States or any State thereof prior to the date that isone year and one day after the payment in full of all outstanding seniorindebtedness of any SPC.  Each SPC, may,at any time, with notice to the Borrower assign all or a portion of itsinterests in any loans to its Lender (or to any other SPC of such Lender) or toany financial institutions providing liquidity and/or credit facilities to orfor the account of such SPC for the following purposes: (i) to fund the loansmade by such SPC or (ii) to support the securities (if any) issued by such SPCto fund such loans.  In addition, eachSPC may, at any time, with notice to and consent of the Borrower, disclose on aconfidential basis any non-public information relating to its loans to anyrating agency, commercial paper dealer or provider of a surety, guarantee orcredit or liquidity enhancement to such SPC. This Section may not be amendedwithout the consent of all SPC's then designated to the Borrower in accordancewith the foregoing provisions of this Section.

 

**EXCLUSIONFROM INDEBTEDNESS.**Excluded from indebtedness shall beany indebtedness governed by the Federal Truth in Lending Act.  

 

**COLLATERAL.**This loan is unsecured.

 

**LINEOF CREDIT.** This Note evidences a revolving line of credit.  Advances under this Note may be requestedeither orally or in writing by Borrower or by an authorized person.  Lender may, but need not, require that alloral requests be confirmed in writing. All communications, instructions, or directions by telephone orotherwise to Lender are to be directed to Lender's office shown above.  Borrower agrees to be liable for all sumseither: (A) advanced in accordance with the instructions of an authorizedperson or (B) credited to any of Borrower's accounts with Lender.  The unpaid principal balance owing on thisNote at any time may be evidenced by endorsements on this Note or by Lender'sinternal records, including daily computer print-outs.  Lender will have no obligation to advancefunds under this Note if: (A) Borrower or any guarantor is in default under theterms of this Note or any agreement that Borrower or any guarantor has withLender, including any agreement made in connection with the signing of this Note;(B) Borrower or any guarantor ceases doing business or is insolvent; (C) anyguarantor seeks, claims or otherwise attempts to limit, modify or revoke suchguarantor's guarantee of this Note or any other loan with Lender; or (D)Borrower has applied funds provided pursuant to this Note for purposes otherthan those authorized by Lender.

 

**SUCCESSORINTERESTS.** Theterms of this Note shall be binding upon Borrower, and upon Borrower's heirs,personal representatives, successors and assigns, and shall inure to thebenefit of Lender and its successors and assigns.

 

**GENERALPROVISIONS.**Lender may delay or forgo enforcing any ofits rights or remedies under this Note without losing them.  Borrower and any other person who signs,guarantees or endorses this Note, to the extent allowed by law, waivepresentment, demand for payment, and notice of dishonor.  Upon any change in the terms of this Note,and unless otherwise expressly stated in writing, no party who signs this Note,whether as maker, guarantor, accommodation maker or endorser, shall be releasedfrom liability.  All such parties agreethat Lender may renew or extend (repeatedly and for any length of time) thisloan or release any party or guarantor or collateral; or impair, fail torealize upon or perfect Lender's security interest in the collateral; and takeany other action deemed necessary by Lender without the consent of or notice toanyone.  All such parties also agreethat Lender may modify this loan without the consent of or notice to anyoneother than the party with whom the modification is make.  The obligations under this Note are jointand several.

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**PRIORTO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THISNOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THETERMS OF THE NOTE.**

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**BORROWERACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.**

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**BORROWER:**

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**HFFINANCIAL CORP.**

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| **By:** | /s/ Darrel  L. Posegate                           |   | **By:** | /s/ Curtis  L. Hage                                           |
|---------|---------------------------------------------------|--------|---------|---------------------------------------------------------------|
|    | Darrel L.  Posegate EVP/CFO of HF Financial Corp. |   |    | Curtis L. Hage,  Chairman/President/CEO of HF Financial Corp. |

 

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