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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K/A

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                to                .


Commission file number 0-19972



HF FINANCIAL CORP.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

46-0418532(I.R.S. Employer
Identification No.)225 South Main Avenue,
Sioux Falls, SD(Address of principal executive offices)

57104(ZIP Code)


Registrant's
telephone number, including area code:(605) 333-7556

Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share

Securities
registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last
business day of the registrant's most recently completed second fiscal quarter, December 31, 2010, was approximately $70.1 million.

As
of September 1, 2011, there were 6,973,973 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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Explanatory Note

This Amendment No. 1 (this "Amendment") amends our Annual Report on Form 10-K for the fiscal year ended June 30,
2011, filed with the Securities and Exchange Commission (the "Commission") on September 9, 2011 (the "Original Form 10-K"). The sole purpose of this Amendment is to include information
previously omitted from Part III of the Original Form 10-K in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference
certain information from a definitive proxy statement filed with the Commission within 120 days after fiscal year end.

In
addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and
principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

For
purposes of this Amendment, and in accordance with Rule 12b-15 under the Exchange Act, Items 10 through 14 and the exhibit list of the Original Form 10-K have
been amended and restated in their entirety.

Except
as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and no attempt has been made in this Amendment to modify or
update other disclosures as presented in the Original Form 10-K.

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Annual Report on Form 10-K/A  Table of Contents



Page
NumberPART IIIItem 10.

Directors, Executive Officers and Corporate Governance


3Item 11.

Executive Compensation


5Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


38Item 13.

Certain Relationships and Related Transactions, and Director Independence


42Item 14.

Principal Accounting Fees and Services


43Signatures


45Index to Exhibits


47


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PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

Our Directors

The Board of Directors is divided into three classes, with one class of directors elected every year. Directors of the Corporation are
generally elected to serve for a three-year term or until their respective successors are elected and qualified. There are no familial relationships between any director or officer. As of
October 27, 2011, our directors are:

CHARLES T. DAY, age 63, a Class II director, is the Chief Operating Officer of Face It Together, Inc. ("FIT"), a
not-for-profit organization promoting the development and operation of recovery oriented systems of care throughout America. Prior to joining FIT , Mr. Day was employed
from 2007 to 2009 as the Vice Chairman of TLC, Inc. (a not-for-profit provider of non-medical substance use disorder recovery services) and as Senior Vice
President/Finance and Treasurer for Sanford Health Systems from 2004 through 2007. Mr. Day is also a Certified Public Accountant and was previously employed with Coopers & Lybrand as a
tax partner. Mr. Day was elected to the Corporation's Board of Directors in November 2007, and has served as a director for the Bank since September 2007. Mr. Day has also served as Lead
Director from July 2009 to November 2010.

CURTIS L. HAGE, age 65, a Class III director, is Special Advisor to the Company. He was elected to the position of Chairman
of the Board of Directors of the Company in September 1996 and also held the positions of President and Chief Executive Officer from February 1991 until October 2011. Prior to such time,
Mr. Hage served as Executive Vice President of the Bank since 1986. Since joining the Bank in 1968, he served in various capacities prior to being elected Executive Vice President.
Mr. Hage received his M.B.A. from the University of South Dakota and attended the Graduate School of Savings Institution Management at the University of Texas.

CHRISTINE E. HAMILTON, age 55, a Class III director, has served as the Managing Principal of a large diversified farming and
ranching operation in central South Dakota since November 2000. She formed the MHCH Foundation, a non-profit family foundation established to promote South Dakota and its future in the
changing global economy. Ms. Hamilton serves on the boards of directors of a number of other entities, including the South Dakota State University Foundation Council of Trustees, South Dakota
Rural Enterprise, Inc. and South Dakota Biotech Association. Ms. Hamilton has served as a director of the Corporation since June 2005 and the Bank since January 2003.

ROBERT L. HANSON, age 65, a Class II director, is the Chief Executive Officer of Harold's Photo Centers, Sioux Falls, South
Dakota, a retail photography and equipment company. He has held such position since 1980. He has served as a director of both the Corporation and the Bank since 1992.

DAVID J. HORAZDOVSKY, age 55, a Class I director, is President and Chief Executive Officer of The Evangelical Lutheran Good
Samaritan Society, where he has been employed in various capacities since 1978 and held his present position since 2004. Mr. Horazdovsky currently serves on the boards of directors of a number
of other entities, including WellAWARE Systems, a privately-held company seeking to empower healthcare communities and enhance the quality of life for seniors through the use of
technology, and the National Affordable Housing Trust. Mr. Horazdovsky has served as a director of the Bank since 2007 and of the corporation since 2009.

THOMAS L. VAN WYHE, age 61, a Class III director, is an Area Manager for Trane, Sioux Falls and Rapid City, South Dakota and
Fargo and Bismarck, North Dakota, an air conditioning and heating sales and service company. He has been employed in various capacities by that organization since 1973 and has held his present
position since 2010. He is the former owner of Jameson Systems Incorporated, a franchise distributor for Trane. He is a former chairman of the boards of directors of the Sioux Falls Area Chamber of
Commerce, Sioux Falls Convention and Visitors Bureau, Sioux Falls Sales and

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Marketing
Executives, Sioux Empire Housing Partnership, American Society of Heating, Refrigeration and Air Conditioning EngineersSouth Dakota. He is currently chair of the boards of
directors for the Sanford Health Foundation and the Sioux Falls Arena/Convention Center. Mr. Van Wyhe has served as a director of both the Corporation and the Bank since 1996.

MICHAEL M. VEKICH, age 63, a Class I director, is the Chief Executive Officer of Vekich Associates Chartered, a
Minneapolis-based management advisory firm, which he founded in 1998. He is a business and financial advisor specializing in strategic planning, turnarounds, mergers and acquisitions and board
governance. Mr. Vekich served as Executive Chairman of Skyline Exhibits, a trade show exhibit and manufacturing company, from 2005 to July 2010. He was an incorporator and director of Tradition
Capital Bank, a privately-held community bank, from 2005-2009, including serving as Audit Committee Chair, and a director of Ciprico, Inc., a publicly-held
company which engaged in the creation, design, manufacture, and marketing of storage solutions for digital media assets, from 2003-2007, including serving as Chair of the Audit Committee
and Chair of the Governance Committee. In addition, he was appointed Chair of the Governor's 21st Century Tax Reform Commission (2008-2009), Vice-Chair of
the Minnesota Ballpark Authority Commission (2006-2011) and a member of the Rochester (MN) Higher Education Development Committee (2005-2006). He has also served as Chair of
the Board of Directors of the Minnesota Partnership for Action Against Tobacco (MPAAT) (2003 to 2007) and Chair of the Board of Trustees of Minnesota State Colleges and Universities (MnSCU)
(1996-2002, and re-appointed in 2010). A CPA, Mr. Vekich is Chair of the Minnesota State Board of Accountancy (2005-Present). Mr. Vekich received his
B.A. from the University of MinnesotaDuluth. Mr. Vekich has served as a director of the Bank and the Company since September 2010, became the Vice-Chair of the
Company's board of directors in November 2010, and was appointed Chairman of the board of directors in October 2011.

Our Executive Officers

Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of
Regulation S-K, information regarding our executive officers is provided in Part I of our Form 10-K under separate caption.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Corporation's directors and executive officers, and persons who own more than 10%
of the Corporation's Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of the Corporation's Common Stock. Executive officers, directors and greater
than 10% stockholders are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms they file.

Based
solely on a review of the copies of such reports furnished to the Corporation and written representations from its executive officers and directors that no other reports were
required, the Corporation believes that during the fiscal year ended June 30, 2011, all of its officers, directors and greater than 10% beneficial owners have timely satisfied their
Section 16(a) reporting obligations for the fiscal year ended June 30, 2011, except that one report on Form 4 for Darrel L. Posegate, then the Corporation's Executive Vice
President, filed on September 17, 2010, was not filed on a timely basis.

Code of Ethics

The Board of Directors has adopted a Code of Conduct and Ethics that applies to all of the Corporation's directors, officers and
employees, including its principal executive officer and principal financial and accounting officer. The full text of the Code of Conduct and Ethics is available to stockholders on the Investor
Relations page of the Corporation's website at www.homefederal.com. Amendments and modifications to, and waivers of, the Code of Conduct and Ethics will be promptly

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disclosed
by the Corporation, to the extent required under the Exchange Act and the NASDAQ Marketplace Rules, on a current report on Form 8-K.

Audit Committee Matters

The Audit Committee assists the Board of Directors in fulfilling its oversight duties and responsibilities. Certain of the Audit
Committee's specific duties and responsibilities include: overseeing the integrity of the Corporation's financial statements and the audits of such financial statements, accounting and financial
reporting processes, disclosure controls and procedures and internal controls over financial reporting; monitoring the independence, qualifications and performance of the Corporation's independent
auditors; and providing an avenue of communication among the Corporation's independent auditors, management, the internal auditing department and the Board of Directors. The Audit Committee also
oversees matters of material risk pertaining to its responsibilities and duties.

For
fiscal 2011, the members of the Audit Committee were Directors Hanson (Chair), Day, Van Wyhe and Vekich, all of whom are independent directors as defined in the NASDAQ Marketplace
Rules and in Rule 10A-3(b)(1)(ii) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the exemption set forth in
Rule 10A-3(b)(1)(iv)(B) of the Exchange Act. The Board of Directors has determined that all four members of the Audit Committee satisfy the other requirements for audit committee
membership of the NASDAQ Marketplace Rules and SEC requirements and that Director Day is an "audit committee financial expert," as that term is defined in Item 407(d)(5) of
Regulation S-K. The Board determined that Mr. Day acquired such attributes through his experience in preparing, auditing, analyzing or evaluating financial statements
containing accounting issues as generally complex as the Corporation's financial statements. The Audit Committee acts pursuant to its Amended and Restated Charter, a copy of which is available to
stockholders on the Investor Relations page of the Corporation's website at www.homefederal.com.

Item 11.    Executive Compensation.

Compensation Discussion and Analysis

Executive Compensation Overview

The Corporation has no full time employees, relying upon employees of the Bank for the limited services required by the Corporation.
All compensation paid to officers and employees is paid by the Bank. This Compensation Discussion and Analysis explains our compensation philosophy, policies and practices with respect to
(i) the Corporation's Chairman, President and Chief Executive Officer, (ii) the Corporation's Senior Vice President, Chief Financial Officer and Treasurer, (iii) the Corporation's
Executive Vice President, (iv) the Bank's Senior Vice President/PresidentTwin Cities Market and (v) the Bank's Senior Vice President/Community Banking, which are
collectively referred to as our "Named Executive Officers."

The
Personnel, Compensation and Benefits Committee (the "Compensation Committee") is responsible for our executive compensation program. The Compensation Committee has adopted and
regularly reviews and updates, as appropriate, a Compensation Philosophy Statement. The Compensation Philosophy Statement provides a foundation for the Compensation Committee when making executive
compensation decisions, and is used as a vehicle to communicate the Corporation's executive compensation objectives, programs, practices and rationale for the Corporation's compensation program. The
Compensation Philosophy Statement provides that:



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As
pay and performance levels of our peers are not known at the time executive compensation decisions are made, actual executive compensation of the Named Executive Officers may be
greater than or less than target compensation levels. It is the Compensation Committee's intent to address variances between performance and compensation with future compensation decisions.
Additionally, in order for the Compensation Committee to be responsive to our specific performance and the dynamics of the banking industry, from time to time, the above philosophies may be changed or
not strictly followed.

Our
executive compensation program is designed to accomplish the following objectives:



Our
executive compensation program consists of elements that are generally constant (fixed pay) and that vary based on corporate performance (variable pay). Accordingly, as our financial
performance
increases, so does executive compensation. Conversely, if financial performance decreases, executive compensation should also decrease. In 2011, the variable pay component of our Named Executive
Officers' total compensation ranged from 3% to 11%, which is consistent with our pay-for-performance objective.

Role of the Personnel, Compensation and Benefits Committee in Setting Executive Compensation

The Compensation Committee reviews and approves all compensation decisions for the Named Executive Officers, including their annual
salaries, incentive awards and any other benefits and perquisites. The Compensation Committee aims to structure executive compensation in a manner that achieves the compensation objectives described
above. In approving executive compensation, the Compensation Committee reviews and considers, among other things:



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Role of Management in Setting Executive Compensation

During fiscal year 2011, our Chairman, President and Chief Executive Officer, Curtis L. Hage, regularly attended meetings of the
Compensation Committee. He does not attend executive sessions of the Compensation Committee. Mr. Hage shared with the Compensation Committee, among other things, (i) his opinion of the
general competitiveness of our executive compensation program, (ii) information on our business strategies and risks, financial results and other measures of operational performance as they
relate to executive compensation, and (iii) his recommendations on the Named Executive Officers' annual salaries, incentive awards and other benefits and perquisites, other than himself.
Mr. Hage did not make any recommendations to the Compensation Committee regarding the form or amount of his compensation in 2011.

Mr. Posegate,
our Executive Vice President, together with other members of management, also occasionally attended Compensation Committee meetings, but not executive sessions, for
informational purposes upon the request of the Compensation Committee.

Engagement and Role of the Independent Compensation Consultants

McLagan, an AON Hewitt company (formerly Amalfi Consulting, LLC through December 16, 2010), an independent consulting
firm ("McLagan"), was engaged by management in January 2010 to (i) review our executive compensation program, including to perform a benchmark analysis of the Named Executive Officers' annual
base salaries, cash compensation, direct compensation, and total compensation, and (ii) review the 2011 incentive plan goals to ensure they are aligned with the marketplace.

In
January 2010, the Compensation Committee discussed emerging best practices with regard to the engagement and use of compensation consultants. The Compensation Committee resolved to
retain a separate independent compensation consultant to provide the committee, among other things, strategic planning with regard to executive compensation and guidance on compliance with regulatory
issues. McLagan continues to serve as management's compensation consultant.

In
March 2010, after screening and interviewing candidates, the Compensation Committee retained The Delves Group ("Delves") as its independent compensation consultant. Delves was chosen,
in part, based on its expertise advising and serving community and regional banks. Delves has no other business relationship with the Corporation and has received no other payments from the
Corporation other than fees for services to the Compensation Committee. Delves reports directly to the Compensation Committee, which may terminate its services at any time. A representative of Delves
attends meetings of the Compensation Committee and communicates with the chairperson of the Compensation Committee between meetings.

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Since
its engagement in March 2010, Delves reviewed and provided comments on the proposed plan design for incentive compensation for fiscal year 2011. Going forward, Delves will advise
the Compensation Committee by:



The
Compensation Committee believes that Delves brings an awareness of trends in compensation practices in general, as such trends relate to comparable institutions, and will provide the
committee
with independent advice and guidance as it carries out its responsibility to oversee executive compensation.

Benchmarking of Executive Compensation

In April 2010, the Compensation Committee reviewed a benchmark analysis comparing our executive compensation against a group of peer
companies ("Peer Group"). McLagan and Delves assisted the Compensation Committee in identifying the Peer Group using the following criteria: Midwest banks with assets between $800 million and
$2 billion; return on average assets greater than -1%; return on average equity greater than -10%; non-performing assets less than 5%; and commercial
loans greater than 10% of portfolio. The Peer Group consisted of:

Ames National Corporation

Bank of Kentucky Financial Corp.BankFinancial Corporation

Baylake Corp.Farmers & Merchants Bancorp,
 Inc.

Farmers National Banc Corp.First Business Financial Services, Inc.

First Mid-Illinois Bancshares, Inc.Firstbank Corporation

German American Bancorp, Inc.Hills Bancorporation

Indiana Community BancorpIsabella Bank Corporation

MidWestOne Financial Group, Inc.Monroe Bancorp

Princeton National Bancorp, Inc.QCR Holdings, Inc.

S.Y. Bancorp, Inc.West Suburban Bancorp, Inc.


The
Compensation Committee elected not to use the peer group utilized in the Corporation's performance graph, appearing under Item 5 of its Form 10-K, for
purposes of benchmarking executive compensation, because the Compensation Committee believed the above companies better reflect the competition we face for executive talent.

Elements of Executive Compensation

Our executive compensation program is comprised of the following elements:



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The
Compensation Committee annually reviews each element of compensation for each Named Executive Officer, and then considers it collectively with the other elements of compensation to
ensure each Named Executive Officer's total compensation is consistent with our Compensation Philosophy Statement and objectives.

Each
of the Named Executive Officers has entered into an employment agreement and change-in-control agreement with the Bank as further described below in this
Proxy Statement.

Base SalaryOur Named Executive Officers receive a base level of income for the individual expertise, skills, knowledge and experience
they offer to
our management team. For fiscal year 2011, the Named Executive Officer's base salaries were increased, as follows:

Base Salary as of
June 30, 2010



Base Salary as of
July 1, 2010



Percentage
Increase in
Base SalaryCurtis L. Hage
Chairman, President and Chief Executive Officer of the Corporation



$
359,600



$
359,600




0
%Brent R. Olthoff
Senior Vice President/Chief Financial Officer and Treasurer of the Corporation



$
144,000



$
150,000




4.17
%Darrel L. Posegate
Executive Vice President of the Corporation



$
239,200



$
239,200




0
%Stephen M. Bianchi
Senior Vice President/PresidentTwin Cities Market of the Bank



$
250,000



$
250,000




0
%David A. Brown
Senior Vice President/Community Banking of the Bank



$
160,000



$
166,400




4.00
%


Annual Cash Incentive AwardsAnnual cash incentive awards are made pursuant to the Bank's Senior Management Short-Term Incentive Plan
("Short-Term Incentive Plan"). The purpose of the Short-Term Incentive Plan is to motivate, reward and retain key executives, including the Named Executive Officers, by
providing them competitive compensation opportunities based upon the Corporation's achievement of pre-established financial goals. Under the Short-Term Incentive Plan, the
Compensation Committee establishes at the beginning of each fiscal year financial goals pursuant to which cash incentive awards are to be made, together with the payout ranges for each Named Executive
Officer upon the Corporation's achievement of such financial goals. Generally, awards under the Short-Term Incentive Plan are paid promptly following the Audit Committee's acceptance of
the Corporation's audited financial statements for the applicable fiscal year.

For
2011, awards were based on a combination of measures of the Corporation's and the Bank's performance, weighted as noted. Awards for Messrs. Hage, Olthoff and Posegate were
based upon (i) the Corporation's consolidated growth in core business operating income ("CBOI") beyond a baseline equal to the Corporation's CBOI for the fiscal year ended June 30, 2010
(weighted 60%); (ii) the Corporation's net charge-offs (weighted 10%); (iii) non performing loans (weighted 10%); and (iv) the Corporation's consolidated growth in net
income ("Net Income") beyond a baseline equal to the Corporation's net income for the fiscal year ended June 30, 2010 (weighted 20%). Awards for Mr. Brown were based upon (i) the
Bank's consolidated growth in CBOI beyond a baseline equal to the Bank's CBOI for the fiscal year ended June 30, 2010 (weighted 75%); (ii) net charge-offs (weighted 12.5%);
and non performing loans (weighted 12.5%).

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In
connection with Mr. Bianchi's joining the Bank in April 2010, Mr. Bianchi was entitled to, among other things, participate in a cash incentive arrangement based upon
achieving certain defined personal performance metrics for fiscal year 2011. Mr. Bianchi's cash incentive arrangement was effective only for fiscal year 2011 and was not effective for fiscal
year 2010. Under the terms of Mr. Bianchi's cash incentive arrangement, he received a payment of $39,375, related to his performance in fiscal year 2011.

Payout
ranges were stated as a percentage of the Named Executive Officer's respective base salary. No cash incentive awards were paid unless the Corporation achieved a threshold level of
performance, which for Messrs. Hage, Olthoff and Posegate in 2011 included: (i) 3.75% growth in the Corporation's CBOI; (ii) ranking in the top 50th percentile for
net charge-offs and non performing loans; (iii) 3.75% growth in the Corporation's Net Income; and for Mr. Brown in 2011 included: (i) 3.75% growth in the Bank's CBOI
and (ii) ranking in the top 50th percentile for net charge-offs and non performing loans. The Compensation Committee has discretion to adjust any of the approved
metrics to (i) exclude from the calculation thereof any single, nonrecurring event that resulted in either a 10% increase or decrease on the incentive calculation, and (ii) adjust the
calculation thereof as the result of significant or material events. During 2011, the Compensation Committee did not exercise the above discretion.

The
Compensation Committee established the following payout ranges for the Corporation's officers for 2011 based upon achieving (i) growth in the Corporation's CBOI beyond a
baseline of $9,702,301, which was the Corporation's CBOI for 2010; (ii) ranking in the top 50th percentile of net charge-offs and non performing loans as compared to
the defined peer group growth; and (iii) growth in the Corporation's Net Income beyond a baseline of $5,744,958, which was the Corporation's Net Income for 2010. The Compensation Committee also
established the following payout ranges for the Bank's officers for 2011 based upon achieving (i) growth in the Bank's CBOI beyond a baseline of $12,562,601, which was the Bank's CBOI for 2010;
and (ii) ranking in the top 50th percentile of net charge-offs and non performing loans as compared to the Peer Group.

Each
of Curtis L. Hage and Darrel L. Posegate could have earned an award of:



Mr. Olthoff
could have earned an award of:



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When
Mr. Olthoff was promoted to Senior Vice President, Chief Financial Officer and Treasurer of the Corporation in November 2010, his opportunity to earn an award was increased
to the same opportunity level as Messrs. Hage and Posegate, on a pro rated basis relative to the timing of the promotion.

Mr. Brown
could have earned an award of:



Under
the Short-Term Incentive Plan, cash incentive awards are interpolated to the extent that actual results fall between designated target levels.

The
Corporation was focused in 2011 on core business operating income, net income and asset quality. The Compensation Committee used these metrics to measure performance and payouts
under the Short-Term Incentive Plan because they bear a direct relationship to our business plan and are a direct measurement of our underlying profitability. The Compensation Committee
believes that paying annual cash incentive awards based upon these metrics aligns our executives' interests with our stockholders, as well as fostering a pay-for-performance
culture.

In
determining the financial goals and payout ranges under the Short-Term Incentive Plan, the Compensation Committee considered (i) standards of its Peer Group, and
(ii) the capacity to reward favorable performance, when and if achieved. McLagan advised the Corporation that growth in core business operating income, growth in net income and the credit
quality measures of net charge-offs and non performing loans were aligned with the marketplace expectations. Additionally, Messrs. Hage, Olthoff and Posegate were eligible to earn a
greater cash incentive award than the other Named Executive Officers as a result of their greater roles and responsibilities within the Corporation and the Bank.

For
2011, the Corporation's CBOI and Net Income were $5,645,643 and $678,689, respectively; and charge-offs and non performing loans ranked in the 31st and
46th percentile of the Peer Group, respectively. The Bank's CBOI was $8,788,201 and charge-offs and non performing loans ranked in the 31st and
46th percentile of the Peer Group, respectively. Accordingly, Messrs. Hage, Olthoff, Posegate and Brown were entitled to a cash incentive award under the Short-Term
Incentive Plan equal to 6%, 5%, 6% and 4%, respectively, of their respective base salary. See the "Summary Compensation Table"

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set
forth below for actual cash incentive awards paid to the Named Executive Officers in 2011 under the Short-Term Incentive Plan.

Annual Long-Term Incentive AwardsAnnual long-term incentive awards are made pursuant to the Bank's Senior Management Stock
Based Long-Term Incentive Plan ("Long-Term Incentive Plan"). The purpose of the Long-Term Incentive Plan is to reward key employees, including the Named Executive
Officers, for the attainment of long-term goals of the Corporation. Generally, awards are payable in the form of cash, stock appreciation rights and/or restricted stock. Equity awards
granted under the Long-Term Incentive Plan are issued from the pool of shares reserved for issuance under the Corporation's 2002 Stock Option and Incentive Plan and are governed by the
terms of such plan. Generally, long-term incentives are awarded promptly following the Audit Committee's acceptance of the Corporation's audited financial statements for the applicable
fiscal year.

At
the beginning of each fiscal year, the Compensation Committee establishes the financial goals pursuant to which incentive awards are made under the Long-Term Incentive
Plan, together with the payout ranges for each Named Executive Officer upon the Corporation's achievement of such financial goals.

For
2011, payment of long-term incentive awards was based upon the Corporation's return on equity ("ROE") and the payout ranges were stated as a percentage of each Named
Executive Officer's respective base salary. No long-term incentive awards would be paid unless the
Corporation achieved a threshold level of performance, which in 2011 was a 4.75% ROE. In calculating ROE, the Compensation Committee had discretion to (i) exclude from the calculation thereof
any single, non recurring event that results in either a 10% increase or decrease on the incentive calculation, and (ii) adjust the calculation thereof as the result of significant or material
events. During 2011, the Compensation Committee did not exercise the above discretion.

For
2011, the Compensation Committee determined that incentive awards under the Long-Term Incentive Plan would be allocated:



In
determining the allocation of awards between cash, restricted stock and/or SARs, the Compensation Committee considered (i) the appropriate balance between awards for past
performance and incentives for future performance, (ii) overall risk of the pay package, and (iii) award sizes in prior years. Except for Mr. Hage, the Named Executive Officer's
current holdings of our Common Stock were not considered. With respect to Mr. Hage, the Compensation Committee determined that phantom stock awards, in lieu of equity awards, would provide a
more appropriate form of incentive compensation in light of Mr. Hage's level of tenure and level of ownership of the Corporation.

Generally,
restricted stock awards, SARs and phantom stock granted under the Long-Term Incentive Plan vest in one-fourth annual increments, beginning on the first
anniversary of their grant date. The vesting schedule was strategically chosen to be competitive and enhance our retention efforts. The exercise price of the stock appreciation rights is equal to the
closing sale price of our Common Stock on the date of grant. The restricted stock awards do not have an exercise price. Dividends are paid on restricted stock awards at the same rate as our Common
Stock. Dividends are not paid on stock appreciation rights.

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For
2011, the Compensation Committee established the following payout ranges based upon the Corporation achieving a minimum ROE of 4.75%:

Each
of Curtis L. Hage and Darrel L. Posegate could have earned an award of:



Each
of Brent R. Olthoff and David A. Brown could have earned an award of:



When
Mr. Olthoff was promoted to Senior Vice President, Chief Financial Officer and Treasurer of the Corporation in November 2010, his opportunity to earn an award was increased
to the same opportunity level as Messrs. Hage and Posegate, on a pro rated basis relative to the timing of the promotion.

Under
the Long-Term Incentive Plan, incentive awards are interpolated to the extent that actual ROE falls between designated target levels.

The
Corporation was focused in 2011 on ROE. The Compensation Committee used ROE as it bears a direct relationship to our business plan and is a direct measurement of our underlying
profitability. Paying long-term incentive awards based upon ROE is meant to align our executives' interests with our stockholders, as well as foster a
pay-for-performance culture.

In
setting the above payout ranges and the ROE performance levels, the Compensation Committee considered (i) standards of its Peer Group, and (ii) the capacity to reward
favorable performance, when and if achieved. McLagan advised the Corporation that the ROE performance levels were aligned with the marketplace. Additionally, Messrs. Hage, Olthoff and Posegate
were eligible to earn a greater long-term incentive award than the other Named Executive Officers as a result of their greater roles and responsibilities within the Corporation and the
Bank.

For
2011, the Corporation's ROE was 0.72%, which did not meet the financial goal stated in the Long-Term Incentive Plan. Accordingly, no long-term incentives were
awarded to the Named Executive Officers.



The Compensation Committee made certain adjustments to executive compensation for fiscal year 2012 after consultation with Delves,
reviewing compensation for the Peer Group, and understanding current and emerging best practices for the banking industry.

13

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Table of Contents

For
fiscal year 2012, the Compensation Committee increased base salary, as follows:

Base Salary as of
June 30, 2011



Base Salary as of
July 1, 2011



Percentage
Increase in
Base SalaryCurtis L. Hage



$
359,600



$
359,600




0
%Brent R. Olthoff



$
150,000



$
156,000




4.0
%Darrel L. Posegate



$
239,200



$
239,200




0
%Stephen M. Bianchi



$
250,000



$
258,750




3.5
%David A. Brown



$
166,400



$
166,400




0
%


The Compensation Committee approved the grant of short-term incentive awards under the Corporation's Short-Term Incentive
Plan for fiscal year 2012 based on a combination of measures of the Corporation's and the Bank's performance, weighted as noted. Awards for Messrs. Hage, Olthoff and Posegate will be based upon
(i) the Corporation's consolidated core business operating income ("CBOI") (weighted 60%); (ii) the Corporation's net charge-offs (weighted 10%);
(iii) non-performing loans (weighted 10%); and (iv) the Corporation's consolidated net income (weighted 20%). Awards for Messrs. Bianchi and Brown will be based upon
(i) the Bank's consolidated CBOI (weighted 75%); (ii) net charge-offs (weighted 12.5%); and (iii) non-performing loans (weighted 12.5%).

Messrs. Hage,
Olthoff and Posegate can each earn aggregated short-term incentive payouts ranging from 20.0% to 80.0% of their 2012 base salary, with target payouts set
at 40.0%. Messrs. Bianchi and Brown can each earn aggregated short-term incentive payouts ranging from 11.25% to 45.0% of their 2012 base salary, with target payouts set at 22.5%.
All incentive awards under the Short-Term Incentive plan are paid in cash.

For
Fiscal 2012, incentive awards under the Long-Term Incentive Plan for the Named Executive Officers will be based upon the Corporation achieving certain target levels of
ROE. Awards to Mr. Hage will be made in phantom stock, vesting equally over four years. Such awards will be paid in cash at each vesting date, based on the Corporation's stock price at that
date. Once granted, these awards will not be forfeitable, and will continue to vest, independent of whether Mr. Hage retires during such four-year period. On July 21, 2010,
Mr. Hage notified the Board of Directors that he will retire effective December 31, 2011 from his positions as an officer of the Company and the Bank. In connection with this
announcement, the Bank and Mr. Hage entered into an agreement to extend Mr. Hage's employment through December 31, 2011 (the "Revised Employment Agreement") which became effective
on July 1, 2011. Under the Revised Employment Agreement, Mr. Hage continues to receive the same base salary and benefits as he previously received under his Amended and Restated
Employment Agreement and is eligible to receive prorated incentive compensation. Awards to the other Named Executive Officers will be paid 75% in shares of the Corporation restricted stock and 25% in
stock appreciation rights ("SARs") settled in the Corporation's common stock, each having a
four-year vesting period in which 25% of such SARs or shares of restricted stock, as applicable, will vest each year.

Messrs. Hage,
Olthoff and Posegate can each earn long-term incentive awards ranging from 20.0% to 80.0% of their 2012 base salary, with target payouts set at 40.0%.
Messrs. Bianchi and Brown can each earn a long-term incentive award ranging from 11.25% to 45.0% of their 2012 base salary, with target payouts set at 22.5%.

The
incentive levels for fiscal year 2012 were determined, with the assistance of the Compensation Committee's and management's independent compensation consultants, based on growth
estimates for the Corporation. Each of the metrics noted above will be calculated as set forth in the Corporation's audited financial statements for fiscal year 2012, except that any change in the
approved metrics caused

14

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by
a single, non-recurring event that results in a 10% change in such metric will be reviewed by the Compensation Committee and may be excluded from the calculation at the committee's
discretion, and the Compensation Committee may also further adjust the approved metrics as the result of significant or material events in its discretion. All incentive awards will be paid by the
Corporation following acceptance of the Corporation's audited financial statements for fiscal year 2012 by the Audit Committee of the Board.

Compensation ClawbackIn addition, the Compensation Committee has approved a "clawback" feature for the Short-Term Incentive Plan and
the
Long-Term Incentive Plan under which, if the Compensation Committee determines, in its sole discretion, that a participant received a payment based on materially inaccurate financial
statements, reviews, gains, or any other materially inaccurate criteria used in determining the incentive calculation, then the Compensation Committee shall determine the overpayment amount and demand
repayment from the plan participant.

Severance ArrangementsEach of the Named Executive Officers has previously entered into an employment agreement and
change-in-control agreement with the Bank. See "Employment Agreements" and "Potential Payments Upon Termination or a Change-in-Control" for a detailed
discussion of the terms and conditions of these agreements.

Retirement BenefitsThe Bank provides retirement benefits to all of its employees, including the Named Executive Officers, through the
following
plans:



In
addition to the above, Messrs. Hage and Posegate received contributions under the HF Financial Corp. Excess Pension Plan, an unfunded non-qualified excess pension
plan (the "Excess Pension Plan"). The Bank and Mr. Hage have also previously entered into an Amended and Restated Deferred Compensation Agreement (the "Deferred Compensation Agreement"). As of
June 30, 2008, we are no longer granting shares of our Common Stock to any Bank employees under the ESOP.

The
above plans, as well as the Deferred Compensation Agreement, are designed in combination to provide an appropriate level of replacement income upon retirement. Further discussion of
these plans and the Deferred Compensation Agreement is set forth below in this Proxy Statement.

Employee Welfare Benefits and Other PerquisitesThe Named Executive Officers are eligible to participate in the Bank's flexible
benefits plans, which
are generally available to all Bank employees. Under these plans, all employees are entitled to medical, dental, life insurance and long-term disability coverage. Additionally, all of the
Bank employees are entitled to vacation, sick leave and other paid holidays. The Compensation Committee believes that the Corporation's commitment to provide the employee benefits summarized above
recognizes that the health and well-being of our employees contribute directly to a productive and successful work life that enhances results for the Corporation and its stockholders.

In
addition to the employee welfare benefits discussed above, the Named Executive Officers receive the following perquisites:



15

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Table of Contents

The
Compensation Committee believes these perquisites help attract and retain the Named Executive Officers by offering compensation opportunities that are competitive with our Peer
Group. The Compensation Committee believes these benefits and perquisites provide a more tangible incentive than an equivalent amount of cash compensation. In determining total compensation payable to
the Named Executive Officers in 2011, the Compensation Committee considered these benefits and perquisites. However, as these benefits and perquisites represent a relatively insignificant portion of
the Named Executive Officers' total compensation, they did not materially influence the Compensation Committee's decision in setting such executive's total compensation.

See
the "Summary Compensation Table" set forth below for a description of the benefits and perquisites received by the Named Executive Officers in 2011.

Risks Arising from Compensation Policies and Practices

Management conducted a risk assessment of the Corporation's compensation plans and practices and concluded that they do not create
risks that are reasonably likely to have a material adverse effect on the Corporation. The Compensation Committee has reviewed and concurred with management's conclusion. The risk assessment process
included, among other things, a review of (i) all key incentive compensation plans to ensure they are aligned with our pay-for-performance philosophy and include
performance metrics that meet and support our corporate goals, and (ii) the overall compensation mix to ensure an appropriate balance between fixed and variable pay components between
short-term and
long-term incentives. The objective of this process was to identify any compensation plans and practices that may encourage employees to take unnecessary risk that could threaten the
Corporation. No such plans or practices were identified.

Tax Considerations

Generally, section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation the
Corporation may deduct for federal income tax purposes in any one year with respect to the Corporation's covered employees. However, compensation that is "performance-based," which is compensation
that is paid pursuant to pre-established objective performance goals that are based on criteria approved by the stockholders and is determined and administered by the Compensation
Committee according to related regulations, is excluded from this $1,000,000 limitation and is deductible by the Corporation.

Equity Grant Practices

The Compensation Committee has approved, or recommended to the Board of Directors for approval, all grants of equity compensation to
the Named Executive Officers. The Corporation does not have a formal policy on timing of equity grants in connection with the release of material non-public information. In the event that
material non-public information becomes known to the Compensation Committee prior to granting equity awards, the Compensation Committee will take the existence of such information under
advisement and make an assessment in its business judgment whether to delay the grant of the equity award in order to avoid any impropriety.

16

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Table of Contents

Personnel, Compensation and Benefits Committee Report

The Personnel, Compensation and Benefits Committee has reviewed and discussed the Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Personnel, Compensation and Benefits Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Corporation's Annual Report on Form 10-K for the fiscal year ended
June 30, 2011.

HF
Financial Corp. Personnel, Compensation and Benefits Committee

Christine E.
Hamilton (Chairperson)
Charles T. Day
David J. Horazdovsky
Thomas L. Van Wyhe

17

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Table of Contents

Executive Compensation

The following table summarizes total compensation paid or earned by our Named Executive Officers who served in such capacities during
our fiscal years 2011, 2010 and 2009.

The
base salaries of our Named Executive Officers for 2011 accounted for approximately 66%, 82%, 75%, 79% and 80%, of the total compensation of Messrs. Hage, Olthoff, Posegate,
Bianchi and Brown, respectively, and the cash incentive awards paid to our Named Executive Officers under the Short-Term Incentive Plan for 2011 accounted for approximately 4%, 4%, 4% and
3%, of the total compensation of Messrs. Hage, Olthoff, Posegate and Brown, respectively.

Summary Compensation Table

Name and
Principal
Position



Year



Salary
($)



Bonus
($)4



Stock
Awards
($)5



Option/
SAR Awards
($)5



Non-Equity
Incentive
Plan
Compensation
($)6



Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)7



All Other
Compensation
($)8



Total
($)Curtis L. Hage,1
Chairman, President
and Chief Executive
Officer of the
Corporation




2011




359,600




0




0




0




21,001




124,933




37,684




543,2182010




359,600




0




0




0




0




93,842




51,527




504,9692009




359,600




0




0




0




366,792




42,631




84,075




853,099Brent R. Olthoff,
Senior Vice
President, Chief
Financial Officer and
Treasurer of the
Corporation




2011




150,000




0




0




0




7,290




11,633




14,944




183,8672010




142,000




10,000




0




0




0




18,052




21,295




191,3472009




132,000




0




11,881




11,881




49,500




14,160




8,770




228,192Darrel L. Posegate,2
Executive Vice
President of the
Corporation




2011




239,200




0




0




0




13,969




30,926




35,748




319,8442010




239,200




0




0




0




0




43,679




45,201




328,0802009




239,200




0




32,298




32,293




179,400




29,541




28,600




541,332Stephen M. Bianchi,3
Senior Vice
President/President
Twin Cities Market
of the Bank




2011




250,000




39,375




39,600
9



0




0




14,700




13,180




356,8552010




250,000




0




0




0




0




0




0




250,000David A. Brown,
Senior Vice
President/Community
Banking of the Bank




2011




166,400




0




0




0




6,833




17,241




18,269




208,7442010




160,000




0




0




0




0




23,220




25,024




208,2442009




155,000




0




13,953




13,949




58,125




17,739




17,077




275,483


18

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Table of Contents

---

1Mr. Hage's
title changed to Special Advisor on October 14, 2011, and he will retire on December 31, 2011.

2On October 4, 2011, Mr. Posegate resigned from his positions as Executive Vice President of
the Company and President of the Bank.

3Mr. Bianchi joined the Bank in April 2010. He was appointed Interim President and Chief
Executive Officer on October 14, 2011.

4Reflects (i) the cash incentive award for Mr. Bianchi under his cash incentive arrangement
(which was earned in fiscal year 2011, but not paid until fiscal year 2012); and (ii) a merit award based on performance that was paid in fiscal year 2010 to Mr. Olthoff.

5Reflects the compensation expense recognized for restricted stock, stock options and stock appreciation
rights granted in 2009 through 2011, as applicable, by the Corporation for financial statement reporting purposes during 2011, 2010 and 2009 in accordance with FASB ASC Topic 718 (formerly
FAS 123R), except no assumptions for forfeitures were included. For additional information, refer to Note 16 of "Notes to Consolidated Financial Statements" in the Corporation's
Form 10-K for the year ended June 30, 2011 (the "Form 10-K"). See the "Grants of Plan-Based Awards in Fiscal 2011" table for information on
awards made in 2010. These grants were made under the Corporation's Long-Term Incentive Plan.

6For 2011, reflects the cash incentive awards to Messrs. Hage, Olthoff, Posegate and Brown under the
Short-Term Plan. For 2009, reflects the cash incentive awards to (i) Mr. Hage under the Long-Term Incentive Plan and Short-Term Incentive Plan of
$97,092 and $269,700, respectively, (ii) the other Named Executive Officers under the Short-Term Incentive Plan. Mr. Hage was the only Named Executive Officer who received a
cash incentive award under the Long-Term Incentive Plan in 2009.

7Reflects (i) the net increase in the actuarial present value of the Named Executive Officers'
accumulated benefits under the Corporation's Pension Plan and Excess Pension Plan, as applicable, and (ii) above-market interest (interest in excess of 120% of
the federal long-term rate) on deferred compensation of Mr. Hage under his Deferred Compensation Agreement. The amounts attributed to items (i) and (ii) are set forth
immediately below:

Increase in Actuarial Present Value
of Pension Benefits



Above Market Interest on
Deferred
Compensation ($)Name







Pension Plan
($)



Excess Pension Plan
($)Curtis L. Hage




2011




98,344




26,589




02010




43,851




49,991




02009




37,668




4,963




0Brent R. Olthoff




2011




10,618




1,015




02010




12,884




5,168




02009




14,160




0




0Darrel L. Posegate




2011




19,614




11,313




02010




18,137




25,542




02009




17,343




12,198




0Stephen M. Bianchi6




2011




14,700




0




02010




0




0




0David A. Brown




2011




15,609




1,632




02010




16,853




6,367




02009




17,739




0




0


19

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Table of Contents

8Set forth below is a detail summary of the amounts included under the "All Other Compensation" column for
2011:

All Other Compensation for 2011AName



401k Plan
Matching
Contribution
($)



Pension
Plan
Contribution
($)B



Country
Club Dues
($)



Travel
Reimbursement
($)C



Total Other
Compensation
($)Curtis L. Hage




7,350




23,058




6,166




1,110




37,864Brent R. Olthoff




4,500




4,492




5,952




0




14,944Darrel L. Posegate




6.502




22.221




5,677




1,348




35,748Stephen M. Bianchi




3.125




6,579




3,476




0




13,180David A. Brown




4,992




7,325




5,952




0




18,269


AAll
amounts reported are based upon the Corporation's direct costs in providing the listed perquisites.BFor
Mr. Hage, includes contributions to the Excess Pension Plan of $23,058. For Messrs. Olthoff, Bianchi and Brown, includes
contributions to the Pension Plan of $4,992, $6,579 and $7,325, respectively. For Mr. Posegate, includes contributions to the Pension Plan and Excess Pension Plan of $11,805 and $10,416,
respectively.CThe
Bank reimburses travel expenses for a spouse to attend special events if attendance at the event is considered to have a business purpose or
is important to the success of the event.


9Reflects the compensation expense recognized for an award of restricted stock granted in fiscal 2011 in
connection with Mr. Bianchi's employment arrangement.

Employment Agreements

The Corporation, through its wholly owned subsidiary, the Bank, has entered into employment agreements with each of its Named Executive
Officers.

Messrs. Olthoff,
Posegate, Bianchi and Brown have previously each entered into Amended and Restated Employment Agreements and Amended and Restated
Change-in-Control Agreements with the Bank. Each of the employment agreements has a current term of one year, which automatically renews on July 1 for an additional year
unless, on or before March 31 of the previous year, either the Bank or the executive officer elects to terminate the employment agreement. In the event an executive officer terminates his
employment agreement, his respective change-in-control agreement will also terminate.

Under
the employment agreements, Messrs. Olthoff, Posegate, Bianchi and Brown are each guaranteed a base salary of no less than $132,000, $239,200, $250,000 and $155,000,
respectively, which may be subsequently increased as determined appropriately by the Compensation Committee. In addition to the base salary, under the employment agreements each executive officer is
entitled to:



Under
the terms of the employment agreements, the Bank has the right to immediately terminate each Named Executive Officer for "cause" (as defined below). Additionally, the Bank may, in
its reasonable discretion, terminate each executive officer (without prior notice) if he is absent from work for a period of time or in a manner that materially affects the functioning of the Bank or
the executive officer's direct or indirect reports. Either the Bank or the executive officer may terminate his employment agreement at any time upon 60 days written notice. Additionally, each
executive officer's employment under his employment agreement automatically terminates upon his death. For a detailed description of the severance provisions contained in the Named Executive Officers'
employment

20

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Table of Contents

agreement,
please refer to "Potential Payments Upon Termination or a Change-In-Control" set forth below.

On
July 21, 2010, Mr. Hage notified the Board of Directors that he will retire effective December 31, 2011 from his positions as an officer of the Company and the
Bank. In connection with this announcement, the Bank and Mr. Hage entered into an agreement to extend Mr. Hage's employment through December 31, 2011 (the "Revised Employment
Agreement") which became effective on July 1, 2011. Under the Revised Employment Agreement, Mr. Hage continues to receive the same base salary and benefits as he previously received
under his Amended and Restated Employment Agreement and is eligible to receive prorated incentive compensation. The Revised Employment Agreement is terminable by the Bank immediately for "cause,"
which includes material violation of a law or regulation that either governs Mr. Hage's conduct as an officer of the Bank or in the reasonable opinion of the Bank affects Mr. Hage's
fitness to serve in his position, substantial neglect of duties, action or inaction that materially and adversely impacts the Bank's safety, soundness, security, assets, customers or employees,
dishonesty of a material nature, failure to comply with material rules, regulations or policies of the Bank, engaging in personal conduct which when considering Mr. Hage's position with the
Bank would materially detract from the Bank's business reputation in the community served, material breach of any material covenant of the Revised Employment Agreement, or willful and material
misconduct. Either the Bank or Mr. Hage may terminate the Revised Employment Agreement without cause upon written notice. In the event the Bank terminates the Revised Employment Agreement
without cause, Mr. Hage will continue to receive his base salary through December 31, 2011, as severance pay. Additionally, the Revised Employment Agreement automatically terminates upon
Mr. Hage's death and may be terminated by the Bank in the event of Mr. Hage's disability as defined under the Bank's Disability Plan. The Bank also may terminate the Revised Employment
Agreement if Mr. Hage is absent from work for a period of time or in a manner that materially affects the functioning of the Bank or his direct or indirect reports; provided, however, that the
Bank may not terminate Mr. Hage for absence resulting from approved/excused extended vacation, leave of absence or temporary relocation. The Revised Employment Agreement contains
non-competition and non-solicitation provisions that continue for a one-year period after termination of employment, as well as confidentiality provisions.

On
October 4, 2011, Darrel L. Posegate resigned from his positions as the Executive Vice President of the Company and President of the Bank. Pursuant to a Separation Agreement
dated October 4, 2011 (the "Separation Agreement") we agreed to pay Mr. Posegate separation payments aggregating to his base salary from September 1, 2011 to June 30, 2012
and medical (COBRA) benefits through June 30, 2012 (if eligible). Mr. Posegate agreed to a discharge of claims, along with certain agreements not to compete and not to solicit our
employees for one year following the agreement.

On
October 14, 2011, the Board of Directors appointed Stephen M. Bianchi Interim President and Chief Executive Officer of the Company and the Bank, and appointed
Curtis L. Hage Special Advisor until his retirement. In connection with Mr. Bianchi's appointment, we entered into a letter agreement with him dated October 14, 2011 pursuant to
which he will receive an additional $10,000 in salary per month and reimbursement of expenses incurred in connection with travel to and residing in the Sioux Falls area during the period that he
serves as our Interim President and Chief Executive Officer. He is also eligible to receive incentive payments of up to $50,000 in the aggregate for fiscal year 2012. In addition, the term of his
employment agreement with the Bank was extended to July 1, 2013.

21

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Table of Contents

Grants of Plan-Based Awards

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards2



Estimated Possible Payouts
Under Equity Incentive Plan
Awards3Name
(a)



Award
Type1
(b)



Grant
Date
(c)



Threshold
($)
(d)



Target
($)
(e)



Maximum
($)
(f)



Threshold
(#)
(g)



Target
(#)
(h)



Maximum
(#)
(i)



Grant Date
Fair Value
of Stock
and SAR
Awards
($)4
(l)Curtis L. HageS-T Incentive Plan



Cash




6/16/10




71,920




143,840




287,680



















0L-T Incentive Plan



Cash




6/16/10




71,920




143,840




287,680



















0Brent R. OlthoffS-T Incentive Plan



Cash




6/16/10




16,875




33,750




67,500L-T Incentive Plan



RS




6/16/10



















985




1,969




3,938




0L-T Incentive Plan



SAR




6/16/10



















10,417




20,833




41,667




0Darrel L. PosegateS-T Incentive Plan



Cash




6/16/10




47,840




95,680




191,360L-T Incentive Plan



RS




6/16/10



















2,791




5,582




11,165




0L-T Incentive Plan



SAR




6/16/10



















29,531




59,062




118,123




0Stephen M. Bianchi5S-T Incentive Plan



Cash




6/16/10




0




0




L-T Incentive Plan



RS




6/16/10



















0




0




0




0L-T Incentive Plan



SAR




6/16/10



















0




0




0




0David A. BrownS-T Incentive Plan



Cash




6/16/10




18,720




37,440




74,880L-T Incentive Plan



RS




6/16/10



















1,092




2,184




4,369




0L-T Incentive Plan



SAR




6/16/10



















11,556




23,111




46,222




0


1Award type:
Cash = cash incentive award
RS = restricted stock award
SAR = stock appreciation right settled in our Common Stock 2Reflects (i) the range of annual cash incentive awards payable to all Named Executive Officers,
except for Mr. Bianchi, under the Bank's Short-Term Incentive Plan (the "S-T Incentive Plan") for 2011, and (ii) the range of the annual long-term
incentive award payable in cash to Mr. Hage under the Bank's Long-Term Incentive Plan (the "L-T Incentive Plan") for 2011. As further discussed in the Compensation Discussion and Analysis ("CD&A") section of this Proxy Statement, under the
S-T Incentive Plan, the Named Executive Officers may earn cash incentive awards upon the Corporation achieving a combination of measures of the Company's performance. For
Messrs. Hage, Olthoff and Posegate, the payout ranges of the cash incentive award are stated as a percentage of their respective base salary. In 2011, the Corporation had to achieve a minimum
threshold of (i) 3.75% growth in the Company's consolidated growth in core business operating income ("CBOI"), weighted at 60%, (ii) net charge-offs in the
50th percentile of the Peer Group, weighted at 10%, (iii) non performing loans in the 50th percentile of the Peer Group, weighted at 10%, and
(iv) 3.75% growth in the Company's consolidated net income. Mr. Brown's payout ranges of the cash incentive award are also stated as a percentage of his base salary. In 2011, in order
for Mr. Brown to receive an award, the Bank had to achieve a minimum threshold of (i) 3.75% growth in the Bank's consolidated growth in core business operating income ("CBOI"), weighted
at 75%, (ii) net charge-offs in the 50th percentile of the Peer Group, weighted at 12.5% and (iii) non performing loans in the
50th percentile of the Peer Group, weighted at 12.5%. The amounts reflected in the "Target" column for the S-T Incentive Plan awards are based upon the Corporation
achieving of (i) 6.75% growth in the Company's consolidated growth in core business operating income ("CBOI"), weighted at 60%, (ii) net charge-offs in the
25th percentile of the Peer Group, weighted at 10%, (iii) non performing loans in the 25th percentile of the Peer Group, weighted at 10%, and
(iv) 6.75% growth in the Company's consolidated net income, and the Bank achieving (i) 6.75% growth in the Bank's consolidated growth in core business operating income ("CBOI"), weighted
at 75%, (ii) net charge-offs in the 25th percentile of the Peer Group, weighted at 12.5% and (iii) non performing loans in the
25th percentile of the Peer Group, weighted at 12.5%.


22

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Table of Contents

3Reflects the range of restricted stock awards and stock appreciation rights payable to all of the Named
Executive Officers, except for Mr. Hage, under the L-T Incentive Plan in 2011. As further discussed in the CD&A section of this Proxy Statement, the Named Executive Officers may
earn long-term incentive awards in the form of cash, restricted stock and/or stock appreciation rights upon the Corporation achieving certain return on equity goals. The payout ranges of
the long-term incentive awards are stated as a percentage of the Named Executive Officer's respective base salary. In 2011, the Corporation had to achieve a minimum threshold of 4.75%
return on equity for any long-term incentive awards to be paid to the Named Executive Officers, with the maximum threshold being 9.25% return on equity. The amounts reflected in the
"Target" column for the L-T Incentive Plan awards are based upon the Corporation achieving a return on equity of 6.25% for 2011. Under the L-T Incentive Plan,
(i) Mr. Hage's incentive award is paid in cash as further discussed in footnote 2 above, and (ii) for Messrs. Olthoff, Posegate and Brown, the incentive award is paid 75%
in restricted stock and 25% in stock appreciation rights settled in our Common Stock. 4Based on actual performance in 2011, no awards were made. 5Mr. Bianchi joined the Bank in April 2010, and pursuant to the terms of his employment as President
of the Twin Cities Market, Mr. Bianchi participated in a cash incentive arrangement for fiscal year 2011, based upon meeting certain defined personal performance metrics. As such,
Mr. Bianchi did not participate in the S-T Incentive Plan or the L-T Incentive Plan.


23

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Outstanding Equity Awards at Fiscal Year-End

Option/SAR Awards1



Stock AwardsName



Grant
Date



Number of
Securities
Underlying
Unexercised
Options/SARs
(#)
Exercisable



Number of
Securities
Underlying
Unexercised
Options/SARs
(#)
Unexercisable



Option/SAR
Exercise
Price
($)



Option/
SAR
Expiration
Date



Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)



Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)2Curtis L. Hage




9/11/02




13,667




0




9.92




9/11/20129/10/03




6,354




0




14.75




9/10/20139/8/04




16,665




0




14.88




9/8/2014Brent Olthoff




9/12/07




283




95
3



16.10




9/12/2017




17
3



1869/10/08




1,705




1,704
4



14.71




9/10/2018




238
4



2,6049/9/09




1,698




5,091
5



12.48




9/9/2019




714
5



7,811Darrel L. Posegate




9/8/04




2,777




0




14.88




9/8/20149/13/06




3,410




0




16.00




9/13/20169/12/07




4,286




1,429
3



16.10




9/12/2017




252
3



2,7579/10/08




4,569




4,570
4



14.71




9/10/2018




640
4



7,0029/9/09




4,614




13,839
5



12.48




9/9/2019




1,941
5



21,235Stephen M. Bianchi




7/28/10




0




0














4,000
6



43,760David A. Brown




9/11/01




3,539




0




10.33




9/11/20119/11/02




3,934




0




9.92




9/11/20129/10/03




1,849




0




14.75




9/10/20139/8/04




4,514




0




14.88




9/8/20149/13/06




1,686




0




16.00




9/13/20169/12/07




1,701




567
3



16.10




9/12/2017




100
3



1,0949/10/08




1,705




1,704
4



14.71




9/10/2018




239
4



2,6169/9/09




1,992




5,979
5



12.48




9/9/2019




840
5



9,190


1Stock options and stock appreciation rights settled in our Common Stock are included in these columns. 2Market value of the unvested restricted stock is based upon the closing market price of our Common Stock
on June 30, 2011 of $10.94, which was the last business day of the 2011 fiscal year. 3The remainder of this award vested 9/12/2011. 4The award vested 25% on 9/10/2011 and will vest 25% on 9/10/2012. 5The award vested 25% on 9/9/2011, and will vest 25% on 9/9/2012 and 25% on 9/9/2013. 6The award vested 25% on 7/28/2011, and will vest 25% on 7/28/2012, 25% on 7/28/2013 and 25% on 7/28/2014.


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Option Exercises and Stock Vested in 2011

Option Awards1



Stock AwardsName



Number of Shares
Acquired
on
Exercise
(#)



Value
Realized
on
Exercise
($)2



Number of Shares
Acquired
on
Vesting
(#)



Value
Realized
on
Vesting
($)3Curtis L. Hage




12,355




1,841




7,853




83,949Brent R. Olthoff




0




0




374




3,652Darrel L. Posegate




0




0




5,312




55,506Stephen M. Bianchi




0




0




0




0David A. Brown




0




0




4,421




50,208


1These
columns reflect only the exercise of stock options by the Named Executive Officers. In 2011, none of the Named Executive Officers exercised any stock appreciation rights. 2The
value realized on exercise of stock options is based upon the difference between the market price of our Common Stock on the date of exercise and the exercise price of the stock
options. 3The
value realized on vesting of the restricted stock is based upon the market price of our Common Stock on the applicable vesting date.


The
following table shows the actuarial present value of accumulated benefits payable to each of our Named Executive Officers under the Corporation's Pension Plan and Excess Pension
Plan, determined in accordance with the valuation method and assumptions described in Note 14 of "Notes to Consolidated Financial Statements" of the Form 10-K.

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2011 Pension Benefits

Name



Plan
Name



Number
of Years Credited
Service
(#)



Present Value of
Accumulated Benefit
($)



Payments During Last
Fiscal Year
($)Curtis L. Hage



HF Financial Corp.
Pension Plan




41




1,088,182




0HF Financial Corp.
Excess Pension Plan




18




151,097




0Brent R. Olthoff



HF Financial Corp.
Pension Plan




5




45,625




0HF Financial Corp.
Excess Pension Plan




5




6,183




0Darrel L. Posegate



HF Financial Corp.
Pension Plan




11




133,494




0HF Financial Corp.
Excess Pension Plan




11




49,053




0Stephen M. Bianchi



HF Financial Corp.
Pension Plan




1




14,700




0HF Financial Corp.
Excess Pension Plan




1




0




0David A. Brown



HF Financial Corp.
Pension Plan




13




137,352




0HF Financial Corp.
Excess Pension Plan




11




7,999




0


In order to attract and retain employees and to assist employees in preparing financially for retirement, the Compensation Committee believes that
it is important to provide the Bank's employees, including the Named Executive Officers, with the opportunity to maintain a portion of their respective incomes following retirement. Along with other
eligible employees, the Named Executive Officers participate in a defined benefit pension program and a retirement savings plan, which consists of an employee stock ownership plan and 401(k) plan.
Certain of the Named Executive Officers are also eligible to participate in an unfunded non-qualified excess pension plan. The purpose of the excess pension plan is to restore benefits
that otherwise would be payable under the pension plan if not for Internal Revenue Service limits on compensation and benefits applicable to tax-qualified plans.

Defined Benefit Pension Plan.The Corporation sponsors a defined benefit pension plan for its employees. An employee is eligible to
participate in
the pension plan upon the completion of one year of service and upon reaching the age of 21. That participation is retroactive to the previous July 1. A participant must complete three years of
service before such participant earns a vested interest in accrued retirement benefits, at which time the participant is 100% vested. A participant will also be 100% vested if employment ends due to
death or disability. The pension plan is funded solely through contributions made by the Corporation. It is anticipated that this obligation will be funded through the Corporation's future earnings.

A
participant is eligible for an early retirement benefit upon the attainment of age 62, provided such participant has participated in the pension plan for a minimum of five years.
Currently, Mr. Hage is the only Named Executive Officer eligible for early retirement under the pension plan. The monthly benefit payable at early retirement is the actuarial equivalent of the
participant's accrued monthly

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benefit
at age 65. If a participant continues to work beyond age 65, the participant is entitled to the greater of:



The
pension plan computes benefits using a cash balance pension formula with a hypothetical account maintained separately for each participant, with such account credited annually for
contributions and earnings. Each year an employer contribution equal to 6% of the participant's compensation for the plan year is allocated to that participant's account. Compensation includes, but is
not limited to, wages, commissions, bonuses, overtime, and any amount a participant elects to defer under a salary reduction agreement. Compensation does not include employer contributions to
employer-sponsored retirement plans or welfare plans such as life and health insurance plans, nor does it include vested stock options or SARs granted to the participant or stock awarded to the
participant in the course of the participant's employment. Investment returns are credited to account balances as of the first day of each plan year for the upcoming plan year in an amount equal to
the average daily rates of return for 30 year U.S. Treasury bond during the previous February. Normal retirement age is 65 with five years of service and early retirement age is 62 with five
years of service.

The
normal retirement benefit is a monthly annuity based on a participant's hypothetical account balance as of benefit commencement. A participant may elect, at the time of retirement,
several optional forms of benefits which are the actuarial equivalent of the normal form, such as the joint and survivor benefits for married participants or an actuarially equivalent lump sum
payment. A married participant must receive a joint and 50% survivor annuity unless the participants' spouse consents to a different form of benefit.

Excess Pension Plan for Executive Officers.The Corporation also sponsors an unfunded,
non-qualified excess pension plan for certain executive officers. Any executive officer of the Corporation or an affiliated organization selected by the Board of Directors is eligible to
participate in the excess benefit plan effective as of the first day of the plan year or calendar year following his initial year of selection by the Board. Executives remain eligible to participate
in the excess pension plan with respect to each subsequent plan year unless removed as an eligible executive with respect to a plan year by the Board of Directors. Currently, Messrs. Hage,
Olthoff, Posegate, Bianchi and Brown participate in the excess pension plan.

The
Corporation contributes benefits to the excess pension plan on behalf of its participants on an annual basis as follows:



Currently,
Messrs. Hage and Posegate have received contributions under the excess pension plan. The excess pension plan also allows participants to make contributions to the
excess pension plan in

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the
form of deferred payments of up to 100% of the participant's base salary and up to 100% of the participant's cash incentive awards and bonuses based on the financial performance of the
Corporation. No such deferrals have been made to date.

A
participant is always 100% vested in his deferral contributions to the excess pension plan. With respect to the benefits contributed by the Corporation on behalf of the participant,
the participant must complete five years of service before such participant earns a vested interest in such benefits, at which
time the participant is 100% vested. A participant will also be 100% vested if such participant dies or if there is a change in control of the Corporation. Benefits under the excess pension plan will
be paid on the first day of the month following the six-month anniversary of the participant's termination of employment. Benefits payable by reason of a change in control will be paid on
the thirtieth day following a change of control, and benefits payable by reason of a participant's death will be paid to his beneficiary on the sixtieth day following the participant's death. Benefits
will be paid in a single lump sum payment. However, a participant may apply to receive distribution of any vested portion of his benefits prior to his termination of employment in the event of certain
unforeseen emergencies.

For
information regarding the amounts contributed to the pension plan and excess pension plan accounts of the Named Executive Officers by the Corporation in fiscal 2011, see the "Summary
Compensation Table" set forth above.

Nonqualified Deferred Compensation

Name



Executive
Contributions in
Last FY
($)1



Registrant
Contributions in
Last FY
($)



Aggregate
Earnings
in Last FY
($)2



Aggregate
Withdrawals/
Distributions
($)



Aggregate
Balance
at Last
FYE
($)3Curtis L. Hage




0




0




27,332




0




658,014Brent R. Olthoff




0




0




0




0




0Darrel L. Posegate




0




0




0




0




0Stephen M. Bianchi




0




0




0




0




0David A. Brown




0




0




0




0




0


1Represents Mr. Hage's contributions pursuant to the terms of his Amended and Restated Deferred
Compensation Agreement, dated December 31, 2008, all of which was reported in the "salary" column for 2011 of the "Summary Compensation Table" included in this Proxy Statement for 2011. 2Represents aggregate earnings on Mr. Hage's deferral account balance, none of which was reported in
the "Change in Pension Value and Non-qualified Deferred Compensation Earnings" column of the "Summary Compensation Table" included in this Proxy Statement as above-market interest
(interest in excess of 120% of the federal long-term rate) for Mr. Hage for 2011. 3This column includes deferred compensation earned in earlier years which was disclosed in the Summary
Compensation Table as follows: Mr. Hage, $0 in 2011, $18,000 in 2010 and $34,616 in 2009.


Deferred Compensation Agreement.The Bank and Mr. Hage have previously entered into an Amended and Restated Deferred Compensation
Agreement.
Pursuant to the Deferred Compensation Agreement, Mr. Hage may elect to defer an amount of his total annual base salary, which amount may be modified by his filing a subsequent signed election
form, which modification (subject to certain unforeseeable emergency exceptions) is not effective until the beginning of the following calendar year. Interest on
the deferred compensation will be credited and compounded on a monthly basis to a deferral account. The Deferred Compensation Agreement provides that the annual rate of interest becomes effective each
plan year and equalsThe Wall Street Journalprime rate plus one percent on the first business day of the plan year. Mr. Hage's deferral account
balance accrued interest at an average annual rate of 4.25% during fiscal 2011.

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Pursuant
to the Deferred Compensation Agreement with Mr. Hage, the Bank will pay Mr. Hage the deferral account balance in a lump sum on the first day of the month following
the six month anniversary of Mr. Hage's termination if Mr. Hage terminates his employment under the following circumstances:



The
normal retirement date is when the executive attains age 65.

Upon
a change in control while Mr. Hage is in the active employ of the Bank, the Bank will pay to Mr. Hage the deferral account balance in a lump sum within 60 days
after the change in control. The Bank will also distribute all or a portion of the deferred account balance upon the Bank's determination that Mr. Hage has suffered an unforeseeable emergency.

If
Mr. Hage's employment is terminated due to death while he is in the active service of the Bank, the Bank will pay to Mr. Hage's beneficiary the greater
of:



The
Bank will pay the death benefit to Mr. Hage's beneficiary in a lump sum on the sixtieth day after Mr. Hage's death.

In
the event that Mr. Hage is terminated for "cause," as determined in accordance with his employment agreement, the Bank will not pay any benefit attributable to interest
credited to the deferral account.

Potential Payments Upon Termination or a Change-in-Control

Employment Agreements.The Corporation, through its wholly owned subsidiary, the Bank, has previously entered into employment agreements
with each of
its Named Executive Officers. Under such agreements, executive officers are entitled to certain severance upon termination without "cause," disability and death.

Under
the form of agreement applicable to each of the Named Executive Officers except for Mr. Hage, if the executive officer is terminated for "cause" by the Bank, the Bank will
pay the executive officer his full salary through the date of termination and will have no further obligations to the executive officer under his employment agreement.

If
the executive officer is terminated without "cause" by the Bank, other than by reason of disability or death, the Bank will pay the executive officer:



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If
the executive officer is terminated by the Bank because of disability (as determined under the Bank's disability plan), the Bank will pay the executive officer through the last day of
the month in which he is terminated plus an amount equal to three months base salary.

If
the executive officer is terminated due to his death, the Bank will pay the executive officer's spouse, beneficiary, or estate (a) the executive officer's then current salary
through the last day of the month in which such death occurs, and (b) the executive officer's incentive awards under the Short-Term Incentive Plan and the Long-Term
Incentive Plan in accordance with the terms of such plans.

If
the executive officer terminates his employment and provides 60 days written notice (as required by the agreement), the Bank will pay the executive officer his current salary
through the month in which such termination occurs, plus one additional month's salary. If the executive officer fails to give the requisite 60-day notice, he will forfeit all accrued paid
personal time off and the Bank will pay the executive officer his current salary only through the date of termination.

If
the executive officer terminates his employment because he chose not to extend the term of his employment agreement, the Bank will pay the executive officer his full salary during the
period of time that the employee continues to work (but not beyond the end of the term of the employment agreement), at the rate then in effect, plus accrued paid personal time off. However, the Bank
may request the executive officer to terminate employment before the end of the term of the employment agreement, in which event the Bank will pay the executive officer his full salary through the end
of the
term of the employment agreement at the rate then in effect, plus accrued paid personal time off. If the executive officer's employment is terminated because the Bank has chosen not to extend the term
of his employment agreement, the Bank will pay the executive officer his full salary through the end of the term of the employment agreement at the rate then in effect plus accrued paid personal time
off.

Under
the employment agreements, the executive covenants that during the term of his employment agreement and for a period of one year following termination of such agreement by the Bank
or by such executive officer for any reason, voluntarily or involuntarily, with or without "cause," he will not, directly or indirectly, engage in or assist others to engage in any business competing
with the business carried on by the Bank or solicit business from any customers of the Bank in the locations where the Bank conducts business. Generally, all severance payments under the employment
agreements are conditioned upon the executive officer's compliance with these non-compete provisions and any such severance payments must be returned by the executive officer to the Bank
if he violates these non-compete provisions. Additionally, the executive officers may not during their employment and for one year thereafter induce or attempt to induce any person who is
an employee of the Bank to leave the employ of the Bank or engage in any business that competes with the Bank. The executive officers further agree not to disclose to anyone inside or outside the Bank
or use for their own benefit or the benefit of others any confidential, trade secret and proprietary information of the Bank.

Under
the employment agreements, "cause" means termination upon (a) material violation of a law or regulation that: (i) governs the executive officer's conduct as an
officer of the Bank, or (ii) in the reasonable opinion of the Bank affects the executive officer's fitness to serve in his position, (b) substantial neglect of the executive officer's
duties, (c) action or inaction, which materially and adversely impacts the Bank's safety, soundness, security, assets, customers or employees, (d) dishonesty of a material nature,
(e) failure to comply with material rules, regulations or policies of the Bank, (f) engaging in personal conduct which, when considering the executive officer's position with the Bank,
would materially detract from its business reputation in the community served, (g) material breach of any material covenant or condition of the employment agreement, and (h) willful and
material misconduct.

The
Corporation, through its wholly owned subsidiary, the Bank, has previously entered into change-in-control agreements with each of its Named Executive Officers
(except that Mr. Hage's

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change-in-control
agreement terminated by its terms on June 30, 2011). Under these agreements, in the event a Named Executive Officer is terminated in connection with a
"change-in-control," as defined in his change-in-control agreement, the executive officer will be entitled to the severance benefits set forth in the
change-in-control agreement, in lieu of the severance benefits set forth in his respective employment agreement.

Mr. Hage
has entered into a separate Revised Employment Agreement effective July 1, 2011, as discussed under "Employment Agreements" above. The potential payments to be
paid under such agreement are the same as the employment agreements of the Corporation's other Named Executive Officers, as described above, except that if Mr. Hage is terminated without cause
during the term of the agreement, he will continue to receive his base salary through December 31, 2011, as severance pay. Either the Bank or Mr. Hage may terminate the Revised
Employment Agreement without cause upon written notice.

Under
the Revised Employment Agreement, "cause," which includes material violation of a law or regulation that either governs Mr. Hage's conduct as an officer of the Bank or in
the reasonable opinion of the Bank affects Mr. Hage's fitness to serve in his position, substantial neglect of duties, action or inaction that materially and adversely impacts the Bank's
safety, soundness, security, assets, customers or employees, dishonesty of a material nature, failure to comply with material rules, regulations or policies of the Bank, engaging in personal conduct
which when considering Mr. Hage's position with the Bank would materially detract from the Bank's business reputation in the community served, material breach of any material covenant of the
Revised Employment Agreement, or willful and material misconduct.

Change-In-Control Agreements.The Corporation, through its wholly owned subsidiary, the Bank, has previously entered into
change-in-control agreements with each of the Named Executive Officers (except that Mr. Hage's change-in-control agreement terminated on
June 30, 2011). The change-in-control agreements continue in effect while the executive officer is employed with the Bank; provided, however, that if the executive
officer of the Bank gives notice of non-extension of his employment agreement, his change-in-control agreement will terminate when his employment agreement
terminates. However, if such notice of non-extension is given by the Bank at a time when the Bank is actively negotiating a transaction with a third party that may result in a
change-in-control or at a time when the stockholders of the Corporation are being solicited to vote for directors who would not be continuing directors and the election of such
directors would effect a change-in-control, or at a time when the stockholders of the Corporation are being solicited to tender their shares in an offering that if successful
would result in a change-in-control, the change-in-control agreement shall not terminated until nine months following the termination of his employment
agreement.

The
Compensation Committee does not view the potential benefits conferred upon a change in control of the Corporation as additional elements of compensation due to the fact that a change
in control may never occur. The Compensation Committee believes that these arrangements allow the Named Executive Officers to focus their attention and energy on the Corporation's business without any
distractions regarding the effects of a change in control, and assists us in maximizing stockholder value by allowing the Named Executive Officers to participate in an objective review of any proposed
transaction and whether such transaction is in the best interest of the stockholders.

Following
a "change-in-control" and upon termination of the executive officer's employment within 24 months following a change in control (a) by the
Bank for any reason other than "cause," or (b) by the executive officer for "good reason," the executive officer will be entitled to the following benefits:



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In
addition to the above, the Bank will pay a lump sum severance payment equal to a multiple times the sum of (a) the executive officer'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: (i) the
amount that the executive officer 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, (ii) the amount of each of the short-term incentive awards, if any, awarded to the executive
officer in the three years immediately prior to the change-in-control divided by four. The multiple for Mr. Posegate is 2.0, and the multiple for each of
Messrs. Olthoff, Bianchi and Brown is 1.5. Such severance payments are conditioned upon compliance with the non-compete provisions of the executive officer's employment agreement
and any payments made must be returned by the executive officer to the Bank if he violates such non-compete provisions.

In
addition to the above, Mr. Hage is entitled to payment in accordance with his Deferred Compensation Agreement and Messrs. Olthoff, Posegate and Brown are entitled to a
lump sum
payment equal to 18 months of membership dues of the country club(s) to which the executive officer is a member on the date of termination.

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No
benefits are payable under the change-in-control agreements following a change-in-control if the executive officer is terminated
because of his death, by the Bank for "cause," or by the executive officer other than for "good reason."

The
change-in-control agreements provide that if any payment or distribution (or portion thereof) by the Bank to or for the benefit of such executive officers
would be nondeductible by the Bank for federal income tax purposes because of Section 280G of the Internal Revenue Code, then such payment or benefit will be reduced to an amount, not less than
zero, that maximizes the aggregate present value of such payments or benefits without causing such to be nondeductible by the Bank.

Under
the change-in-control agreements, "change-in-control" means (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, whether or not the
Corporation is then subject to such reporting requirement, (b) the public announcement by the Corporation or any person that such person has become the beneficial owner, 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, 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 by reason of the ownership of 20% or more of the total voting capital stock of the Corporation's 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 its common stock organized, appointed or established for, or pursuant to the terms of,
any such plan, (c) 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,
(d) the continuing directors cease to constitute a majority of the Corporation's Board of Directors, or (e) the stockholders 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 the Corporation stock would be converted into cash, securities or other
property, other than a merger of the Corporation in which stockholders 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.

Under
the change-in-control agreements, "cause" has the same meaning as set forth in the employment agreements, and as defined above in this Proxy Statement.
However, under the change-in-control agreements, termination for "cause" will be proceeded by a fair and complete investigation.

"Good
reason" means termination by the executive officer upon the occurrence, without his express written consent, of any one of the more of the following: (a) the assignment to
the executive officer of any duties inconsistent in any respect with the executive officer'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 give by the executive officer, (b) a reduction by the
Bank in the executive officer's base salary as in effect on the date hereof or as the same shall be increased from time-to-time, (c) the failure by the Bank to
(i) continue in effect any material compensation or benefit plan, program, policy or practice in which the executive officer was participating at the time of the
change-in-control, or (ii) provide the executive

33

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officer
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), (d) the failure of the Bank
to obtain a satisfactory agreement from any successor to the Bank to assume and agree to perform under the change-in-control agreement, and (e) any purported termination
by the Bank of the executive officer's employment that is not effected pursuant to a "Notice of Termination." "Notice of Termination" means a written notice that (1) indicates the specific
termination provision in the change-in-control agreement relied upon, (2) sets forth the date of termination, and (3) sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the executive officer's employment under the provision so indicated.

Short-Term Incentive Plan.Except as provided below, if during the fiscal year of the Bank, a participant terminates his employment or
if
the Bank terminates the employment of the participant during that same period, all rights to an award under the plan for that year are forfeited. If the employment of a participant terminates after
the end of the fiscal year, but before benefits earned during such year are paid, the rights to such benefits are not forfeited. If a participant dies, becomes disabled, retires, or is entitled to
benefits under a change-in-control agreement during a plan year, they or their designated beneficiary will receive an incentive payment for the partial year based on the number
of months from the start of the plan year to the first of the
month following the month in which the death, disability, retirement, or the date of termination occurs, but only to the extent that an incentive payment is otherwise earned for the plan year.

Long-Term Incentive Plan.Except as provided below, if the employment of a participant terminates during the fiscal year for which
performance is being measured and which might result in an award, all rights to an award under the plan are forfeited. If a participant dies during a plan year, they or their designated beneficiary
will receive, in cash, any incentive payment for the partial year otherwise payable in cash, based on the number of months from the start of the plan year to the first month following the month in
which the death occurred, but only to the extent that any incentive payment is otherwise earned for the plan year. If a participant is entitled to benefits under a
change-in-control agreement, the participant will receive, in cash, any incentive payment for the partial year otherwise payable in cash, based on the number of months from the
start of the plan year to the first day of the month following the month in which the date of termination occurs. Once stock appreciation rights, stock options and/or restricted stock have been
awarded, the terms of the 2002 Stock Plan will control.

2002 Stock Option and Incentive Plan and related Award Agreements.In years prior to 2011, Messrs. Olthoff, Posegate and Brown
were awarded
stock options, stock appreciation rights and/or restricted stock under the 2002 Stock Plan, and Mr. Hage was awarded stock options and restricted stock under such plan. Under the terms of the
2002 Stock Plan and related award agreements, all unvested stock options, stock appreciation rights and restricted stock awards automatically fully vest upon the participant's death.

Payments Upon Termination

The following table provides quantitative disclosure of the estimated payments and benefits that would be provided to our Named
Executive Officers upon their termination, including their termination in connection with a change in control of the Corporation. The benefits set forth below are calculated as if the Named Executive
Officer's termination occurred on June 30, 2011, the last business day of the 2011 fiscal year. Each Named Executive Officer is entitled to receive amounts earned during the term of his
employment. These amounts include base salary, any accrued paid personal time off, any benefits that have accrued under the Short-Term Incentive Plan, Long-Term Incentive Plan,
401(k) Plan, ESOP, Pension Plan and Excess Pension and, in the case of Mr. Hage, his deferral account under the Deferred Compensation Agreement, and are not reflected in the below table.
Consequently, the below table

34

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Table of Contents

reflects
only the additional compensation the Named Executive Officers are entitled to upon their termination.

See
(a) the "Grants of Plan-Based Awards for 2011" table for the amount of the Named Executive Officers' cash incentive awards earned in 2011 under the Corporation's
Short-Term Incentive Plan and Long-Term Incentive Plan, as applicable, (b) the "2011 Pension Benefits" table for the actuarial present value of accumulated benefits
payable to each of the Named Executive Officers under the Corporation's Pension Plan and Excess Pension Plan, and (c) the "Nonqualified Deferred Compensation for 2011" table for the amount of
Mr. Hage's aggregate deferral account under the Deferred Compensation Agreement.

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Named Executive Officer



Cash
Severance
Payment
($)



Acceleration of
Outstanding
Stock Options,
SARs, and
Restricted
Stock Awards
($)2



Other Benefits
($)



Total
Termination
Benefits
($)Curtis L. Hage1Termination by Us for "Cause"




0




0




0




0Termination by Us Without "Cause"




719,200




0




0




719,200Termination by Mr. Hage with 60 days notice




29,967




0




20,833
3



50,800Termination by Mr. Hage without 60 days notice




0




0




20,833
3



20,833Termination by Us because of Disability




89,900




0




20,833
3



110,733Termination because of Death




0




0




31,607
4



31,607Termination because of Retirement




0




0




0




0Termination following Change in Control




1,646,754
5



0




47,753
6



1,694,507Brent R. OlthoffTermination by Us for "Cause"




0




0




0




0Termination by Us Without "Cause" with 60 days notice




300,000




0




0




300,000Termination by Mr. Olthoff with 60 days notice




12,500




0




0




12,500Termination by Mr. Olthoff without 60 days notice




0




0




0




0Termination by Us because of Disability




37,500




0




0




37,500Termination because of Death




0




10,601




0




10,601Termination because of Retirement




0




0




0




0Termination following Change in Control




315,212
7



10,601




58,385
8



384,198Darrel L. Posegate9Termination by Us for "Cause"




0




0




0




0Termination by Us Without "Cause" with 60 days notice




478,400




0




0




478,400Termination by Mr. Posegate with 60 days notice




19,933




0




0




19,933Termination by Mr. Posegate without 60 days notice




0




0




0




0Termination by Us because of Disability




59,800




0




0




59,800Termination because of Death




0




30,993




0




30,993Termination because of Retirement




0




0




0




0Termination following Change in Control




765,268
10



30,993




47,055
11



843,316Stephen M. BianchiTermination by Us for "Cause"




0




0




0




0Termination by Us Without "Cause" with 60 days notice




500,000




0




0




500,000Termination by Mr. Bianchi with 60 days notice




20,833




0




0




20,833Termination by Mr. Bianchi without 60 days notice




0




0




0




0Termination by Us because of Disability




62,500




0




0




62,500Termination because of Death




0




43,760




0




43,760Termination because of Retirement




0




0




0




0Termination following Change in Control




500,000
12



43,760




55,178
13



598,938David A. BrownTermination by Us for "Cause"




0




0




0




0Termination by Us Without "Cause" with 60 days notice




332,800




0




0




332,800Termination by Mr. Brown with 60 days notice




13,867




0




0




13,867Termination by Mr. Brown without 60 days notice




0




0




0




0Termination by Us because of Disability




41,600




0




0




41,600Termination because of Death




0




12,898




0




12,898Termination because of Retirement




0




0




0




0Termination following Change in Control




343,046
14



12,898




58,469
15



414,414


1The
amounts in this table reflect payments that would have been made to Mr. Hage assuming a termination date of June 30, 2011, the last day of the fiscal year. For
information about the termination payments Mr. Hage may be entitled to receive under his Revised Employment Agreement effective July 1, 2011, see "Employment Agreements" and "Potential
Payments Upon Termination or Change-in-Control," above.


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2Amount reflects the acceleration of vesting of all unvested stock options, stock appreciation rights and
restricted stock awards upon death, but it excludes stock options and stock appreciation rights where the exercise price exceeds the closing sale price of our Common Stock on June 30, 2011. 3Reflects additional interest that would accrue on Mr. Hage's deferral account balance until paid in
full, assuming an annual rate of interest of 4.25%. See the narrative to the "Nonqualified Deferred Compensation" table for further discussion of this additional benefit under Mr. Hage's
Deferred Compensation Agreement. 4Amount reflects (a) the estimated additional benefit that Mr. Hage would be entitled to under
his Deferred Compensation Agreement assuming he passed on June 30, 2011, which is before his normal retirement date (this amount is in addition to his aggregate deferral account of $658,014 as
of June 30, 2011), and (b) estimated interest that would accrue on the deferral account balance until paid in full assuming an annual rate of interest of 4.25%. See the narrative to the
"Nonqualified Deferred Compensation for 2011" table for further discussion of these additional benefits upon Mr. Hage's termination as a result of death. 5Reflects the amount that is the product of 2.99 times the sum of (a) the executive officer's
2011 base salary, plus (b) the average short-term cash incentive award received by the executive officer over the last 4 years, including 2011. 6Includes (a) health and dental insurance for 36 months (present value) of $22,320,
(b) life, disability and welfare benefits for 18 months (present value) of $1,184, (c) out-placement counseling services of $10,000, (d) financial planning and
tax preparation expenses of $5,000, and (e) country club dues for 18 months (present value) of $9,249. 7Reflects the amount that is the product of 1.5 times the sum of (a) the executive officer's
2011 base salary, plus (b) the average short-term cash incentive award received by the executive officer over the last 4 years, including 2011. 8Includes (a) health and dental insurance for 36 months (present value) of $33,696,
(b) life, disability and welfare benefits for 18 months (present value) of $761, (c) out-placement counseling services of $10,000, (d) financial planning and
tax preparation expenses of $5,000 and (e) country club dues for 18 months (present value) of $8,928. 9 Mr. Posegate resigned from his positions with the Company and the Bank on October 4, 2011.
Pursuant to a separation agreement dated October 4, 2011, we agreed to pay Mr. Posegate separation payments aggregating to his base salary from September 1, 2011 to
June 30, 2012 and medical (COBRA) benefits through June 30, 2012 (if eligible). 10Reflects the amount that is the product of 2 times the sum of (a) the executive officer's
2011 base salary, plus (b) the average short-term cash incentive award received by the executive officer over the last 4 years, including 2011. 11Includes (a) health and dental insurance for 36 months (present value) of $22,320,
(b) life, disability and welfare benefits for 18 months (present value) of $1,220, (c) out-placement counseling services of $10,000, (d) financial planning and
tax preparation expenses of $5,000, and (e) country club dues for 18 months (present value) of $8,515. 12Reflects the amount that is the product of 1.5 times the sum of (a) the executive officer's
2011 base salary, plus (b) the average short-term cash incentive award received by the executive officer over the last 4 years, including 2011. 13Includes (a) health and dental insurance for 36 months (present value) of $33,696,
(b) life, disability and welfare benefits for 18 months (present value) of $1,268, (c) out-placement counseling services of $10,000, (d) financial planning and
tax preparation expenses of $5,000, and (e) country club dues for 18 months (present value) of $5,214. 14Reflects the amount that is the product of 1.5 times the sum of (a) the executive officer's
2011 base salary, plus (b) the average short-term cash incentive award received by the executive officer over the last 4 years, including 2011. 15Includes (a) health and dental insurance for 36 months (present value) of $33,696,
(b) life, disability and welfare benefits for 18 months (present value) of $845, (c) out-placement counseling services of $10,000, (d) financial planning and
tax preparation expenses of $5,000, and (e) country club dues for 18 months (present value) of $8,928.


Director Compensation

Each director of the Corporation is also a director of the Bank. In fiscal 2011, each non-employee director who served as a
member of the Board of Directors during the entire fiscal year received an aggregate of 1,887 shares of restricted common stock pursuant to the 2002 Stock Plan. The Corporation's Certificate of
Incorporation provides that no person will be eligible for election or reelection to the Board of Directors who beneficially owns less than 100 shares of the Corporation's Common Stock. In addition,
in June 2011, the Personnel, Compensation and Benefits Committee determined to increase the Board of Directors compensation by $5,000 to be paid in the form of cash. This increase was effective for
the current fiscal year and future years.

Non-employee
directors serving on either of the Personnel, Compensation and Benefits Committee or the Nominating and Corporate Governance Committee also receive a meeting fee
of $400 for each committee meeting they attend, and the Chairmen of the Personnel, Compensation and Benefits Committee and the Nominating and Corporate Governance Committee receive a meeting fee of
$600 for each meeting attended. Non-employee directors serving on the Audit Committee (other than in the capacity of Chairman) receive a meeting fee of $600 for each committee meeting they
attend, and the Chairman of the Audit Committee receives a fee of $800 for each meeting attended. In addition, our Vice-Chair receives $25,800, paid in restricted stock, as compensation
for his additional duties.

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The following table reflects the compensation paid to the Corporation's non-employee directors for 2011. The compensation paid to Mr. Hage, the
Corporation's Chairman, President and Chief Executive Officer, is presented above in the Summary Compensation Table and the related explanatory tables.

Name
(a)



Fees
Earned
or Paid
in Cash
($)
(b)



Stock
Awards
($)1,2
(c)



Option
Awards
($)
(d)



Non-Equity
Incentive Plan
Compensation
($)
(e)



Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)



All Other
Compensation
($)
(g)



Total
($)
(h)Charles T. Day




40,266




20,800




0




0




0




0




61,066Christine E. Hamilton




12,532




20,800




0




0




0




0




33,332Robert L. Hanson




14,732




20,800




0




0




0




0




35,532David J. Horazdovsky




17,732




20,800




0




0




0




0




38,532Thomas L. Van Wyhe




14,332




20,800




0




0




0




0




35,132Michael M. Vekich




9,332




46,600




0




0




0




0




55,932


1Reflects
the compensation expense recognized for restricted stock awards granted in 2011 by the Corporation for financial statement reporting purposes during 2011 in accordance with
FASB ASC Topic 718, except no assumptions for forfeitures were included. For additional information, refer to Note 16 of "Notes to Consolidated Financial Statements" in the
Form 10-K. These restrictive stock grants were made under the 2002 Stock Plan and vest on the first anniversary of their grant date. As of June 30, 2011, the Corporation's
non-employee directors held the following shares of unvested restricted stock: Day1,887; Hamilton1,887; Hanson1,887; Horazdvosky1,887;
Van Wyhe1,887 and Vekich4,245. 2In 2011, each of the Corporation's non-employee directors received a restricted stock award of
1,887 shares of the Corporation's Common Stock. Mr. Vekich received an additional 2,358 shares of restricted stock for his role as Vice-Chair. The aggregate grant date fair value of
these 2011 restricted stock awards (computed in accordance with FAS 123R, except no assumptions for forfeitures were included) was $20,800 and $25,800 for Mr. Vekich's additional award.
Dividends are paid on restricted stock awards at the same rate as our Common Stock.


Item 12.   Security Ownership of Certain Beneficial Owners and Related Stockholder Matters.

Security Ownership

The following table sets forth certain information regarding beneficial ownership of our Common Stock as of October 17, 2011, by
(i) each person known to the Corporation to own beneficially more than 5% of our Common Stock, (ii) each director and director nominee of the Corporation, (iii) each officer named
in the Summary Compensation Table, and (iv) all directors and executive officers as a

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group.
Unless otherwise indicated, each person in the table has sole voting and investment power as to the shares shown.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage of
Outstanding StockPL Capital Group
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540


688,717
1

9.9
%Jacobs Asset Management LLC
One Fifth Avenue
New York, New York 10003


681,812
2

9.8
%Sandler O'Neill Asset Management LLC
712 Fifth Avenue
New York, New York 10019


645,000
3

9.3
%Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109


622,630
4

8.9
%Heartland Advisors, Inc.
789 North Water Street
Milwaukee, WI 53202


350,000
5

5.0
%HF Financial Corp.
Employee Stock Ownership Plan
225 South Main Avenue
Sioux Falls, South Dakota 57104


194,591
6

2.8
%Curtis L. Hage, Special Advisor and Director


233,963
7

3.3
%Brent R. Olthoff, Senior Vice President /
Chief Financial Officer and Treasurer of the
Company and Home Federal Bank


7,577
8

*Darrel L. Posegate, Former Executive Vice President of the Company, and President, Home Federal Bank


56,379
9

*Stephen M. Bianchi, Interim President and
Chief Executive Officer


3,670
10

*David A. Brown, Senior Vice President /
Community Banking, Home Federal Bank


36,331
11

*Charles T. Day, Director


8,638


*Christine E. Hamilton, Director


11,319


*Robert L. Hanson, Director


56,168


*David J. Horazdovsky, Director


6,748


*Thomas L. Van Wyhe, Director


22,667


*Michael M. Vekich, Chairman


4,345


*Directors and executive officers
as a group (18 persons)


540,927
12

7.6
%


* Indicates individual owns less than one percent of outstanding shares of Common Stock.

---

1 The information regarding beneficial ownership by PL Capital Group is as reported in a
Schedule 13D/A filed with the SEC on October 12, 2011 by:



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According to the Schedule 13D/A, (a) Financial Edge Fund has shared voting and shared dispositive power over
255,316 shares, (b) Financial EdgeStrategic has shared voting and shared dispositive power over 93,588 shares, (c) Focused Fund has shared voting and shared dispositive
power over 169,344 shares, (d) PL Capital has shared voting and shared dispositive power over 529,905 shares, (e) PL Capital Advisors has shared voting and shared dispositive power over
556,095 shares, (f) Goodbody/PL LP has shared voting and shared dispositive power over 37,847 shares, (g) Goodbody/PL LLC has shared voting and shared dispositive power
over 37,847 shares, (h) PL Capital Defined Benefit Pension Plan has shared voting and shared dispositive power over 11,657 shares, (i) John Palmer has shared voting and shared
dispositive power over 567,752 shares and sole voting and sole dispositive power over 100 shares, (j) Richard Lashley has shared voting and shared dispositive power over 571,752 shares and sole
voting and sole dispositive power over 500 shares, (k) Beth Lashley has shared voting and shared dispositive power over 2,000 shares, and (l) Robin Lashley has shared voting and shared
dispositive power over 2,000 shares.

According to the Schedule 13D/A, (a) by virtue of Mr. Schieffer agreeing to serve as a nominee for
election to the Company's Board of Directors in connection with the nomination of director candidates by the PL Capital Group, Mr. Schieffer and the Kevin V. Schieffer Grantor Retained Annuity
Trust (the "Grantor Trust"), may be deemed to constitute a "group" with the PL Capital Group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Mr. Schieffer and the Grantor Trust expressly disclaim beneficial ownership of securities held by the PL Capital Group and (b) Mr. Schieffer has shared voting and
shared dispositive power over 116,365 shares.

2 Jacobs Asset Management LLC ("JAM") is as reported in a Schedule 13G filed with the SEC on
December 31, 2010 by:



According to the Schedule 13G, (a) Sy Jacobs has shared voting and shared dispositive power over 681,812
shares, (b) Jacobs Asset Management, LLC has shared voting and shared dispositive power over 681,812 shares, (c) JAM Managers L.L.C. has shared voting and shared dispositive power
over 454,658 shares, and (d) JAM Partners, LP has shared voting and shared dispositive power over 454,658 shares.

3 The information regarding beneficial ownership by Sandler O'Neill Asset Management LLC ("SOAM") is
as reported in a Schedule 13D filed with the SEC on November 25, 2009 by:



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According to the Schedule 13D, (a) Sandler O'Neill Asset Management, LLC has shared voting and shared
dispositive power over 645,000 shares, (b) SOAM Holdings, LLC has shared voting and shared dispositive power over 389,000 shares, (c) Malta Partners, L.P. has shared voting
and shared dispositive power over 19,700 shares, (d) Malta Hedge Fund, L.P. has shared voting and shared dispositive power over 61,300 shares, (e) Malta Hedge Fund II, L.P.
has shared voting and shared dispositive power over 308,000 shares, (f) Malta Offshore, Ltd. has shared voting and shared dispositive power over 111,000 shares, (g) SOAM Capital
Partners, L.P. has shared voting and shared dispositive power over 145,000 shares, and (h) Terry Maltese has shared voting and shared dispositive power over 645,000 shares.

4 The information regarding beneficial ownership by Wellington Management Company, LLP ("Wellington")
is as reported in a Schedule 13G filed with the SEC on February 12, 2010. Wellington is an investment advisor in accordance with Rule 240.13d-1(b)(1)(ii)(E). In its
capacity as investment advisor, Wellington may be deemed to beneficially own 622,630 shares of the Corporation described in the Schedule 13D that are held by clients of Wellington Management.
However, all securities reported are owned by such clients. Those clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such
securities. To the knowledge of Wellington, no such client is known to have such right or power with respect to more than five percent of this class of securities. Wellington has shared voting power
over 593,200 shares and shared dispositive power over 622,630 shares.

5 The information regarding beneficial ownership by Heartland Advisors, Inc. ("Heartland") is as
reported in a Schedule 13G filed with the SEC on February 11, 2011. Heartland is an investment advisor in accordance with Rule 240.13d-1(b)(1)(ii)(E). In its capacity
as investment advisor, Heartland may be deemed to beneficially own 350,000 shares of the Corporation described in the Schedule 13G that are held by clients of Heartland. However, all securities
reported are owned by such clients. Those clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. The Heartland Value
Fund, a series of the Heartland Group, Inc., owns 350,000 shares or 5.0% of the class of securities of the Corporation. To the knowledge of Heartland, no such other accounts owns more than 5%
of the outstanding stock of the Corporation.

6 Includes 194,591 shares allocated to the individual accounts of employees, officers and directors, over
which shares such individuals are deemed to have sole voting and no investment power. Each participant may instruct the Employee Stock Ownership Plan ("ESOP") trustee, the Bank, as to the voting of
the shares allocated to such participant's account under the ESOP.

7 Includes (a) 177,884 shares held directly by Mr. Hage, (b) 4,951 shares jointly held
by Mr. Hage and his wife, over which Mr. Hage has shared voting and investment power, (c) 36,686 shares subject to options granted to Mr. Hage under the Corporation's 1991
Stock Option and Incentive Plan, as amended (the "1991 Plan") and the 2002 Stock Option and Incentive Plan (the "2002 Stock Plan") that are currently exercisable or exercisable within 60 days,
and (d) 14,442 shares allocated to Mr. Hage's account under the ESOP. Excludes 85,405 shares held solely by Mr. Hage's spouse, of which he disclaims beneficial ownership.

8 Includes (a) 652 shares held directly by Mr. Olthoff, (b) 595 shares of restricted
stock over which Mr. Olthoff has the sole voting power and has the right to receive dividends, but does not have the right to dispose of prior to vesting, and (c) 6,330 shares subject to
options and stock appreciation rights granted to Mr. Olthoff under the 2002 Stock Plan that are currently exercisable or exercisable within 60 days.

9 Includes (a) 28,104 shares held directly by Mr. Posegate, (b) 27,983 shares subject
to options and stock appreciation rights granted to Mr. Posegate under the 1991 Plan and 2002 Stock Plan that are currently exercisable or exercisable within 60 days, and (c) 292
shares allocated to Mr. Posegate's account under the ESOP.

10 Includes (a) 670 shares held directly by Mr. Bianchi, and (b) 3,000 shares of
restricted stock over which Mr. Bianchi has the sole voting power and has the right to receive dividends, but does not have the right to dispose of prior to vesting.

11 Includes (a) 13,231 shares held directly by Mr. Brown, (b) 20,793 shares subject to
options and stock appreciation rights granted to Mr. Brown under the 1991 Plan and 2002 Stock Plan that are currently exercisable or exercisable within 60 days, (c) 680 shares of
restricted stock over which Mr. Brown has the sole voting power and has the right to receive dividends, but does not have the right to dispose of prior to vesting, and (d) 1,627 shares
allocated to Mr. Brown's account under the ESOP.

12 Includes (a) 369,805 shares held directly by a director or executive officer or held by certain
members of the families of the directors and executive officers, or held by trusts of which a director or executive officer is a trustee or substantial beneficiary, which the respective directors and
executive officers may be deemed to have sole or shared voting and investment power, (b) 24,815 shares of restricted stock of over which the respective directors and executive officers have
sole voting power and the right to receive dividends, but do not have the right to dispose of prior to vesting, (c) 124,631 shares subject to options and stock appreciation rights granted under
the 1991 Plan and 2002 Stock Plan that are currently exercisable or exercisable within 60 days and (d) 21,676 shares allocated under the ESOP.

41

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Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Policy on Review, Approval or Ratification of Transactions with Related Persons

The Board of Directors has adopted a written policy with respect to transactions involving the Bank and "related persons" (generally
the executive officers (anyone in the position of senior vice president and above), directors and principal stockholders and their immediate family members). All employee loans (other than loans to
related persons) must be approved by a senior vice president authorized to grant credit, and all loans to related persons require prior approval by the Audit Committee.

The
Corporation intends that all transactions between the Corporation or the Bank and its officers, directors, holders of 10% or more of the shares of any class of its Common Stock and
affiliates thereof, will contain terms no less favorable to the Corporation than could have been obtained by it in arm's-length negotiations with unaffiliated persons and will be approved by a
majority of disinterested members of the Audit Committee.

Additionally,
all transactions with affiliates (an affiliate of a savings association includes the parent company, which controls the savings association and any other company that is
controlled by the parent company, which controls the savings association) require the prior approval of a member of the executive management team.

Transactions With Related Persons

The Bank, like many financial institutions, has followed a policy of granting officers, directors and employees loans secured by the
borrower's residence, consumer loans and commercial loans. Consumer loans to employees are originated at market rates and terms currently available to the public, and modified to one percent below the
market rate. Modifications are not made on loans granted with special promotional rates. In addition, in connection with single-family mortgage loans made to employees, origination fees up to one
percent and the underwriting fees are waived for qualified employee applicants, no more than once every twelve months. If the employee relationship ceases, the terms of the loan revert back to the
terms that would have applied except for the employee-employer relationship.

Loans
by the Bank to its officers and directors are not prohibited under Section 402 of the Sarbanes-Oxley Act of 2002 because the Bank is an insured depository institution and
such loans are subject to the insider lending restrictions of Section 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve. These provisions
restrict loans and other transactions with affiliated persons of the Bank and require all such loans be made on terms and conditions comparable to those for similar transactions with
non-affiliates. All loans by the Bank to its officers and directors are made in the ordinary course of business; are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable loans with persons not related to the Bank; and do not involve more than the normal risk of collectability or present other unfavorable
features. All loans from the Bank to its officers, directors, key employees or their affiliates are approved by the Bank's Loan Committee and ratified by the Bank's Board of Directors.

Director Independence

Our board is comprised of a majority of "independent" directors as defined in Rule 5605(a)(2) of the Marketplace Rules of the
NASDAQ Stock Market.

The
Board of Directors has determined that the following current directors are independent directors as defined by the NASDAQ Marketplace Rules: Ms. Hamilton and
Messrs. Day, Hanson, Horazdovsky, Van Wyhe and Vekich. Mr. Hage is not an independent director because he served as the Corporation's President and Chief Executive Officer. In accordance
with NASDAQ rules, the

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independent
directors meet in executive sessions without management directors present, both in conjunction with board meetings and from time to time.

Our
board of directors has audit, compensation, corporate governance and nominating, and executive committees. Each of the key committees (audit, compensation, and corporate governance
and nominating) consists solely of members who are independent as defined in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market. In addition, each member of the audit committee
is independent as defined in Exchange Act Rule 10A-3 and each member of the compensation committee is a non-employee director and is an outside director under the rules
of the SEC and the IRS, respectively.

Item 14.    Principal Accountant Fees and Services.

Audit Committee Pre-Approval Policies

Rules adopted by the SEC in order to implement requirements of the Sarbanes-Oxley Act of 2002 require audit committees of public
companies to pre-approve audit and permissible non-audit services provided by their
independent auditors. The Audit Committee has adopted detailed pre-approval policies and procedures pursuant to which audit, audit-related and tax services, and all permissible
non-audit services are pre-approved. During the fiscal year, in the event it becomes necessary to engage the independent auditor for additional services not contemplated in the
original pre-approval, the Corporation will obtain the specific pre-approval of the Audit Committee before engaging the independent auditor. The pre-approval policy
requires the Audit Committee to be informed of each service performed by the independent auditor, and the policy does not include any delegation of the Audit Committee's responsibilities to
management. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated will report any pre-approval
decisions to the entire Audit Committee at its next scheduled meeting.

During
the fiscal year ended June 30, 2011, all services rendered by Eide Bailly, LLP, total amounts for which are set forth below, were pre-approved by the Audit
Committee in compliance with these procedures.

Eide
served as the Corporation's independent registered public accounting firm for the fiscal year ended June 30, 2011, and fiscal year ended June 30, 2010. Fees billed to
the Corporation by Eide for fiscal year 2011 and 2010 are set forth below.



Audit Fees.Eide billed a total amount of $185,095 for "Audit Fees", which fees related to (i) the audit of the Corporation's
annual financial
statements and related attestation services for the fiscal year ended June 30, 2011, (ii) the reviews of the financial statements included in the Corporation's
Forms 10-Q for the 2011 fiscal year, and (iii) the examination of management's assertion regarding the effectiveness of internal controls (FDICIA).

Audit-Related Fees.Eide billed a total amount of $46,500 for "Audit-Related Fees," which fees related to (i) the audit of the
Corporation's
pension plan and retirement savings plan during the fiscal year ended June 30, 2011, (ii) attestation services incurred in connection with the Corporation's compliance with the minimum
servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program, and (iii) the audit performed for the U.S. Department of Education related to
the origination and servicing of student loans.

Tax Fees.Eide performed no professional tax services for the fiscal year ended June 30, 2011.

All Other Fees.Eide billed a total amount of $4,486 for "All Other Fees," which fees related to employment background screenings.

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Audit Fees.Eide billed a total amount of $174,000 for "Audit Fees", which fees related to (i) the audit of the Corporation's
annual financial
statements and related attestation services for the fiscal year ended June 30, 2010, (ii) the reviews of the financial statements included in the Corporation's
Forms 10-Q for the 2010 fiscal year, and (iii) the examination of management's assertion regarding the effectiveness of internal controls (FDICIA).

Audit-Related Fees.Eide billed a total amount of $45,700 for "Audit Related Fees," which fees related to (i) the audit of the
Corporation's
pension plan and retirement savings plan during the fiscal year ended June 30, 2010, (ii) attestation services incurred in connection with the Corporation's compliance with the minimum
servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program, and (iii) the audit performed for the U.S. Department of Education related to
the origination and servicing of student loans.

Tax Fees.Eide performed no professional tax services for the fiscal year ended June 30, 2010.

All Other Fees.Eide billed a total amount of $62,430 for "All Other Fees," which fees related to employment background screenings and
review of the
Corporation's Registration Statement on Form S-1.

The
Audit Committee considers the provision of services referenced above to be compatible with maintaining Eide's independence.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

HF FINANCIAL CORP.Date: October 28, 2011

By:

/s/ STEPHEN M. BIANCHI Stephen M. Bianchi, President and Chief Executive Officer (Duly Authorized Representative)


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

Name

Title

Date/s/ STEPHEN M. BIANCHI Stephen M. Bianchi

President and Chief Executive Officer (Principal Executive and Operating Officer)

October 28, 2011/s/ BRENT R. OLTHOFF Brent R. Olthoff

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

October 28, 2011* Michael M. Vekich

Chairman* Charles T. Day

Director* Christine E. Hamilton

Director* Robert L. Hanson

Director* David J. Horazdovsky

Director


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Name

Title

Date* Thomas L. Van Wyhe

Director*By

/s/ BRENT R. OLTHOFF Brent R. Olthoff Attorney-in-Fact



October 28, 2011


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Table of Contents



Exhibit Index

Exhibit
Number

Description3.1

Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 from the Company's Current Report on Form 8-K dated August 11, 2009, and filed with the SEC on August 17, 2009,
file no. 033-44383).3.2

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 from the Company's Current Report on Form 8-K dated August 23, 2011, and filed with the SEC on August 29,
2011, file no. 033-44383).4.1

Form of Common Stock Certificate, par value $0.01 per share (incorporated herein by reference to Exhibit 4.1 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, file
no. 033-443831).4.2

Warrant to Purchase Common Stock, dated November 21, 2008 (incorporated herein by reference to Exhibit 4.1 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC
on November 24, 2008, file no. 033-44383).10.1

Guarantee Agreement dated July 11, 2002, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 033-44383).10.2

Indenture dated July 11, 2002, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 033-44383).10.3

Guarantee Agreement dated December 19, 2002, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2002, file no. 033-44383).10.4

Indenture dated December 19, 2002, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2002, file no. 033-44383).10.5

Guarantee Agreement dated September 25, 2003, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003, file no. 033-44383).10.6

Indenture dated September 25, 2003, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003, file no. 033-44383).10.7

Guarantee Agreement dated December 7, 2006, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2006, file no. 033-44383).10.8

Indenture dated December 7, 2006, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2006, file no. 033-44383).10.9

Letter Agreement dated June 3, 2003, between HF Financial Corp. and First Tennessee Bank, NA (incorporated herein by reference to Exhibit 10.19 from the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2003, file no. 033-44383).


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Table of Contents

Exhibit
Number

Description10.10

Letter Agreement dated June 26, 2008, between HF Financial Corp. and First Tennessee Bank, NA (incorporated herein by reference to Exhibit 10.10 from the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2008, file no. 033-44383).10.11

Commitment Letter/Letter Agreement effective May 15, 2009, between HF Financial Corp. and FTN Financial Group (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K
dated May 15, 2009, and filed with the SEC on May 21, 2009, file no. 033-44383).10.12
+
HF Financial Corp. 1991 Stock Option and Incentive Plan (incorporated herein by reference to the exhibits from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1993, file
no. 033-44383).10.13
+
Amendment No. 1 to the HF Financial Corp. 1991 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.6 from the Company's Annual Report on Form 10-K405 for the fiscal year ended
June 30, 1997, file no. 033-44383).10.14
+
HF Financial Corp. 1996 Director Restricted Stock Plan (incorporated herein by reference to Exhibit 10.7 from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1997, file
no. 033-44383).10.15
+
HF Financial Corp. 2002 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 15, 2002,
file no. 033-44383).10.16
+
Amendment No. 1 to the HF Financial Corp. 2002 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.16 from the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2009, file no. 033-44383).10.17
+
Form of HF Financial Corp. 2002 Stock Option and Incentive Plan Stock Appreciation Rights Agreement (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated
September 13, 2006, and filed with the SEC on September 19, 2006, file no. 033-44383).10.18
+
Form of HF Financial Corp. 2002 Stock Option and Incentive Plan Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated September 26,
2005, and filed with the SEC on September 30, 2005, file no. 033-44383).10.19
+
Restated Employment Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on
Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.20
+
Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.3 from the Company's Current
Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.21
+
Form of Restated Employment Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and each of Darrel L. Posegate, David A. Brown, Jon M. Gadberry, Brent R. Olthoff, Natalie A. Sundvold
and Stephen M. Bianchi (incorporated herein by reference to Exhibit 10.2 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).


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Table of Contents

Exhibit
Number

Description10.22
+
Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Darrel L. Posegate (incorporated herein by reference to Exhibit 10.4 from the Company's Current
Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.23
+
Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and David A. Brown (incorporated herein by reference to Exhibit 10.5 from the Company's Current
Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.24
+
Form of Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and each of Jon M. Gadberry, Brent R. Olthoff, Natalie A. Sundvold and Stephen M. Bianchi
(incorporated herein by reference to Exhibit 10.6 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.25
+
Home Federal Bank Amended and Restated Deferred Compensation Agreement for Curtis L. Hage, made December 31, 2008, by and between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to
Exhibit 10.7 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.26
+
HF Financial Corp. Excess Pension Plan for Executives (as amended and restated effective January 1, 2009) (incorporated herein by reference to Exhibit 10.8 from the Company's Current Report on Form 8-K
dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.34

Loan Agreement, dated September 30, 2009, by and between the Company and United Bankers' Bank (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on 8-K dated September 30,
2009, and filed with the SEC on October 6, 2009, file no. 033-44383).10.35

Promissory Note, dated September 30, 2009, payable to United Bankers' Bank (incorporated herein by reference to Exhibit 10.2 from the Company's Current Report on 8-K dated September 30, 2009, and filed with
the SEC on October 6, 2009, file no. 033-44383).10.36

Commercial Pledge Agreement, dated September 30, 2009, by and between the Company and United Bankers' Bank (incorporated herein by reference to Exhibit 10.3 from the Company's Current Report on 8-K dated
September 30, 2009, and filed with the SEC on October 6, 2009, file no. 033-44383).10.37
+
Home Federal Bank Short-Term Incentive Plan (as amended and restated effective July 1, 2010) (incorporated herein by reference to Exhibit 10.37 from the Company's Current Report on 10-K for the fiscal year ended
June 30, 2011, file no. 033-44383).10.38
+
Home Federal Bank Sixth Amended and Restated Long-Term Incentive Plan (as amended and restated effective July 1, 2010) (incorporated herein by reference to Exhibit 10.38 from the Company's Current Report on 10-K
for the fiscal year ended June 30, 2011, file no. 033-44383).10.39
+
Revised Employment Agreement by and among Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on 8-K dated July 22, 2010 and filed with the
SEC on July 22, 2010, file no. 033-44383).


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Exhibit
Number

Description10.40

Amendment to the Loan Agreement by and between the Company and United Bankers' Bank (incorporated herein by reference to Exhibit 10.35 from the Company's Current Report on 10-Q for the quarter ended September 30,
 2010, and filed with the SEC on November 12, 2010, file no. 033-44383).21.1
x
Subsidiaries of Registrant.23.1
x
Consent of Independent Registered Accounting Firm.24.1
x
Power of Attorney (set forth on the signature page).31.1
*
Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
*
Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
**
Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
**
Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*Filed
herewith.**Furnished
herewith.xPreviously
filed.+Indicates
a management contract or compensation plan.


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Index of Attached Exhibits

Exhibit
Number31.1

Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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