**Exhibit 3.1**

 
| **State of Delaware**            |
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| ** **                       |   |
| **[GRAPHIC]**                    |
| ** **                       | ** ** |
| **Office of Secretary of State** |

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I, MICHAEL HARKINS,SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS ATRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “HF FINANCIAL CORP.”FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF NOVEMBER, A.D. 1991, AT 10 O’CLOCKA.M.

 

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|            |   |   | /s/ Michael Harkins                 |
|------------|--------|--------|-------------------------------------|
|       |   |   | Michael Harkins, Secretary of State |
|       |   |   |                                |
| **[SEAL]** |   |   | AUTHENTICATION:                     |  *3249701 |
|       |   |   |                                |   |
| 913305219  |   |   | DATE:                               | 11/26/1991 |

 

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| STATE OF DELAWARE   SECRETARY OF STATE  DIVISION OF CORPORATIONS  FILED 10:00 AM 11/26/1991  913305219 - 2280183 |   |
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**CERTIFICATEOF INCORPORATIONOFHF FINANCIAL CORP.**

 

FIRST:           The name of the Corporation is HF FinancialCorp. (hereinafter sometimes referred to as the “Corporation”).

 

SECOND:      The address of the registered office of theCorporation in the State of Delaware is Corporation Trust Center, 1209 OrangeStreet, in the City of Wilmington, County of New Castle. The name of theregistered agent at that address is The Corporation Trust Company.

 

THIRD:          The purpose of the Corporation is to engagein any lawful act or activity for which a corporation may be organized underthe General Corporation Law of Delaware.

 

FOURTH:

 

A.        The total number of shares of all classes of stock which theCorporation shall have the authority to issue is five million five hundredthousand (5,500,000) consisting of :

 

1.         five hundred thousand (500,000) shares ofPreferred Stock, par value one cent ($.01) per share (the “Preferred Stock”);and

 

2.         five million (5,000,000) shares of CommonStock, par value one cent ($.01) per share (the “Common Stock”).

 

B.        The Board of Directors is hereby expresslyauthorized, subject to any limitations prescribed by law, to provide for theissuance of the shares of Preferred Stock in series, and by filing acertificate pursuant to the applicable law of the State of Delaware (suchcertificate being hereinafter referred to as a “Preferred Stock Designation”),to establish from time to time the number of shares to be included in each suchseries, and to fix the designation, powers, preferences and rights of theshares of each such series and any qualifications, limitations or restrictionsthereof. The number of authorized shares of the Preferred Stock may beincreased or decreased (but not below the number of shares thereof thenoutstanding) by the affirmative vote of the holders of a majority of the CommonStock, without a vote of the holders of the Preferred Stock, or of any seriesthereof, unless a vote of any such holders is required pursuant to the terms ofany Preferred Stock Designation.

 

C.        1.         Notwithstanding any other provision of thisCertificate of Incorporation, in no event shall any record owner of anyoutstanding Common Stock which is beneficially owned, directly or indirectly,by a person who, as of any record date for the

 

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determinationof stockholders entitled to vote on any matter, beneficially owns in excess of10% of the then-outstanding shares of Common Stock (the “Limit”), be entitled,or permitted to cast any vote in respect of the shares held in excess of theLimit. The number of votes which may be cast by any record owner by virtue ofthe provisions hereof in respect of Common Stock beneficially owned by suchperson owning shares in excess of the Limit shall be a number equal to thetotal number of votes which a single record owner of all Common Stock owned bysuch person would be entitled to cast, multiplied by a fraction, the numeratorof which is the number of shares of such class or series beneficially owned bysuch person and owned of record by such record owner and the denominator ofwhich is the total number of shares of Common Stock beneficially owned by suchperson owning shares in excess of the Limit.

 

2.         The following definitions shall apply to thissection C of this Article FOURTH:

 

(a)        An “affiliate”of a specified person shall mean a person that directly, or indirectly throughone or more intermediaries, controls, or is controlled by, or is under commoncontrol with, the person specified.

 

(b)       “Beneficialownership” shall be determined pursuant to Rule 13d-3 of the General Rules andRegulations under the Securities Exchange Act of 1934 (or any successor rule orstatutory provision), or, if said Rule l3d-3 shall be rescinded and there shallbe no successor rule or statutory provision thereto, pursuant to said Rule13d-3 as in effect on September 30, 1991; provided, however, thata person shall, in any event, also be deemed the “beneficial owner” of anyCommon Stock:

 

(1)        whichsuch person or any of its affiliates beneficially owns, directly or indirectly;or

 

(2)        whichsuch person or any of its affiliates has (i) the right to acquire (whether suchright is exercisable immediately or only after the passage of time), pursuantto any agreement, arrangement or understanding (but shall not be deemed to bethe beneficial owner of any voting shares solely by reason of an agreement,contract, or other arrangement with this Corporation to effect any transactionwhich is described in any one or more of the clauses of Section A of ArticleEIGHTH) or upon the exercise of conversion rights, exchange rights, warrants,or options or otherwise, or (ii) sole or shared voting or investment power withrespect thereto pursuant to any agreement, arrangement, understanding,relationship or otherwise (but shall not be deemed to be the beneficial ownerof any voting shares solely by reason of a revocable proxy granted for a

 

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particular meeting ofstockholders, pursuant to a public solicitation of proxies for such meeting,with respect to shares of which neither such person nor any such affiliate isotherwise deemed the beneficial owner); or

 

(3)        which are beneficiallyowned, directly or indirectly, by any other person with which such firstmentioned person or any of its affiliates acts as a partnership, limitedpartnership, syndicate or other group pursuant to any agreement, arrangement orunderstanding for the purpose of acquiring, holding, voting or disposing of anyshares of capital stock of this Corporation;

 

and provided further,however, that (i) no director or officer of this Corporation (or any affiliateof any such director or officer) shall, solely by reason of any or all of suchdirectors or officers acting in their capacities as such, be deemed, for anypurposes hereof, to beneficially own any Common Stock beneficially owned by anyother such director or officer (or any affiliate thereof), and (ii) neither anyemployee stock ownership or similar plan of this Corporation or any subsidiaryof this Corporation nor any trustee with respect thereto (or any affiliate ofsuch trustee) shall, solely by reason of such capacity of such trustee, bedeemed, for any purposes hereof, to beneficially own any Common Stock heldunder any such plan. For purposes of computing the percentage beneficialownership of Common Stock of a person the outstanding Common Stock shallinclude shares deemed owned by such person through application of thissubsection but shall not include any other Common Stock which may be issuableby this Corporation pursuant to any agreement, or upon exercise of conversionrights, warrants or options, or otherwise. For all other purposes, theoutstanding Common Stock shall include only Common Stock then outstanding andshall not include any Common Stock which may be issuable by this Corporationpursuant to any agreement, or upon the exercise of conversion rights, warrantsor options, or otherwise.

 

(c)        A “person” shall mean anyindividual, firm, corporation, or other entity.

 

(d)       The Board of Directorsshall have the power to construe and apply the provisions of this section andto make all determinations necessary or desirable to implement such provisions,including but not limited to matters with respect to (1) the number of sharesof Common Stock beneficially owned by any person, (2) whether a person is anaffiliate of another, (3) whether a person has an agreement, arrangement, or understandingwith another as to the matters referred to in the definition of beneficialownership, (4) the application of any other definition or operative provisionof

 

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the section to the givenfacts, or (5) any other matter relating to the applicability or effect of thissection.

 

3.         The Board of Directorsshall have the right to demand that any person who is reasonably believed tobeneficially own Common Stock in excess of the Limit (or holds of record CommonStock beneficially owned by any person in excess of the Limit) (a “Holder inExcess”) supply the Corporation with complete information as to (a) the recordowner(s) of all shares beneficially owned by such Holder in Excess, and (b) anyother factual matter relating to the applicability or effect of this section asmay reasonably be requested of such Holder in Excess. The Board of Directorsshall further have the right to receive from any Holder in Excess reimbursementfor all expenses incurred by the Board in connection with its investigation ofany matters relating to the applicability or effect of this section on suchHolder in Excess, to the extent such investigation is deemed appropriate by theBoard of Directors as a result of the Holder in Excess refusing to supply theCorporation with the information described in the previous sentence.

 

4.         Except as otherwiseprovided by law or expressly provided in this Section C, the presence, inperson or by proxy, of the holders of record of shares of capital stock of theCorporation entitling the holders thereof to cast one-third of the votes (aftergiving effect, if required, to the provisions of this section) entitled to becast by the holders of shares of capital stock of the Corporation entitled tovote shall constitute a quorum at all meetings of the stockholders, and everyreference in this Certificate of Incorporation to a majority or otherproportion of capital stock (or the holders thereof) for purposes ofdetermining any quorum requirement or any requirement for stockholder consentor approval shall be deemed to refer to such majority or other proportion ofthe votes (or the holders thereof) then entitled to be cast in respect of suchcapital stock.

 

5.         Any constructions,applications, or determinations made by the Board of Directors, pursuant tothis section in good faith and on the basis of such information and assistanceas was then reasonably available for such purpose, shall be conclusive andbinding upon the Corporation and its stockholders.

 

6.         In the event anyprovision (or portion thereof) of this Section C shall be found to be invalid,prohibited or unenforceable for any reason, the remaining provisions (orportions thereof) of this Section shall remain in full force and effect, andshall be construed as if such invalid, prohibited or unenforceable provisionhad been stricken herefrom or otherwise rendered inapplicable, it being theintent of this Corporation and its stockholders that each such remainingprovision (or portion thereof) of this Section C remain, to the fullest extentpermitted by law, applicable and enforceable as to all stockholders, including

 

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stockholders owning anamount of stock over the Limit, notwithstanding any such finding.

 

FIFTH:           The followingprovisions are inserted for the management of the business and the conduct ofthe affairs of the Corporation, and for further definition, limitation andregulation of the powers of the Corporation and of its directors and stockholders:

 

1.         The business and affairsof the Corporation shall be managed by or under the direction of the Board ofDirectors. In addition to the powers and authority expressly conferred uponthem by Statute or by this Certificate of Incorporation or the By-laws of theCorporation, the directors are hereby empowered to exercise all such powers anddo all such acts and things as may be exercised or done by the Corporation.

 

2.         The directors of theCorporation need not be elected by written ballot unless the By-laws soprovide.

 

3.         Any action required orpermitted to be taken by the stockholders of the Corporation, subject to therights of holders of any class or series of Preferred Stock of the Corporation,must be effected at a duly called annual or special meeting of stockholders ofthe Corporation and may not be effected by any consent in writing by suchstockholders.

 

4.         Special meetings ofstockholders of the Corporation may, subject to the rights of holders of anyclass or series of Preferred Stock of the Corporation, be called only by theBoard of Directors pursuant to a resolution adopted by a majority of the totalnumber of directors which the Corporation would have if there were no vacancieson the Board of Directors (the “Whole Board”).

 

5.         Stockholders shall not bepermitted to cumulate their votes for the election of directors.

 

SIXTH:

 

A.        The number of directorsshall be fixed from time to time exclusively by the Board of Directors pursuantto a resolution adopted by a majority of the Whole Board. The directors, otherthan those who may be elected by the holders of any class or series ofPreferred Stock, shall be divided into three classes, as nearly, equal innumber as reasonably possible, with the term of office of the first class toexpire at the conclusion of the first annual meeting of stockholders, the termof office of the second class to expire at the conclusion of the annual meetingof stockholders one year thereafter and the term of office of the third classto expire at the conclusion of the annual meeting of stockholders two yearsthereafter, with each director to hold office until his or her

 

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successor shall have beenduly elected and qualified. At each annual meeting of stockholders, commencingwith the first annual meeting, directors elected to succeed those directorswhose terms expire shall be elected for a term of office to expire at theconclusion of the third succeeding annual meeting of stockholders after theirelection, with each director to hold office until his or her successor shallhave been duly elected and qualified.

 

B.        Subject to the rights ofthe holders of any series of Preferred Stock then outstanding, newly createddirectorships resulting from any increase in the authorized number of directorsor any vacancies in the Board of Directors resulting from death, resignation,retirement, disqualification, removal from office or other cause may be filledonly by a majority vote of the directors then in office, though less than a quorum,and directors so chosen shall hold office for a term expiring at the annualmeeting of stockholders at which the term of office of the class to which theyhave been elected expires, and until such director’s successor shall have beenduly elected and qualified. The disqualification of a director pursuant toSection F of this Article SIXTH shall not create a vacancy in the Board ofDirectors. No decrease in the number of authorized directors constituting theBoard of Directors shall shorten the term of any incumbent director.

 

C.        Advance notice ofstockholder nominations for the election of directors and of business to bebrought by stockholders before any meeting of the stockholders of theCorporation shall be given in the manner provided in the By-laws of theCorporation.

 

D.        Subject to the rights ofthe holders of any series of Preferred Stock then outstanding, any directors,or the entire Board of Directors, may be removed from office at any time, butonly for cause and only by the affirmative vote of the holders of at least 80%of the voting power of all of the then-outstanding shares of capital stock ofthe Corporation entitled to vote generally in the election of directors (aftergiving effect to the provisions of Article FOURTH of this Certificate ofIncorporation), voting together as a single class. Notwithstanding theforegoing, any director who has at any time been disqualified from officepursuant to Section F of this Article SIXTH may be removed from office by theaffirmative vote of the holders of at least a majority of the voting power ofall of the then-outstanding shares of capital stock of the Corporation entitledto vote generally in the election of directors (after giving effect to theprovisions of Article FOURTH of this Certificate of Incorporation), votingtogether as a single class.

 

E.         No person shall beeligible for election, reelection, appointment or reappointment to the Board ofDirectors of the Corporation who:

 

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1.         beneficially owns lessthan 100 shares of Common Stock; or

 

2.         has not attained at least25 years of age; or

 

3.         has attained 70 years ofage or more (except that this requirement shall not apply to any member of theinitial board of directors age 65 or older); or

 

4.         has been convicted of anyfelony; or

 

5.         is not eligible forwhatever reason to serve on the Board of Directors of a federally charteredthrift institution; or

 

6.         is at such timeadjudicated or otherwise legally declared an incapacitated person by reason ofmental weakness.

 

F.         Any director who 1)beneficially owns less than 100 shares of Common Stock; or 2) is convicted ofany felony; or 3) becomes ineligible for whatever reason to serve on theBoard of Directors of a federally chartered thrift institution; or 4) isadjudicated or otherwise legally declared an incapacitated person by reason ofmental weakness shall be disqualified from office immediately without anyfurther action of the Board of Directors or stockholders of the Corporation.Any director who is disqualified from office shall thereby have no rights orduties as a director whatsoever; provided, however, that anydisqualified director shall no longer be disqualified at such time as suchdirector shall no longer meet the disqualification criteria set forth in thepreceding sentence.

 

SEVENTH:    The Board of Directors isexpressly empowered to adopt, amend or repeal By-laws of the Corporation. Anyadoption, amendment or repeal of the By-laws of the Corporation by the Board ofDirectors shall require the approval of a majority of the Whole Board. Thestockholders shall also have power to adopt, amend or repeal the By-laws of theCorporation. In addition to any vote of the holders of any class or series ofstock of this Corporation required by law or by this Certificate ofIncorporation, the affirmative vote of the holders of at least 80% of thevoting power of all of the then-outstanding shares of the capital stock of theCorporation entitled to vote generally in the election of directors (after givingeffect to the provisions of Article FOURTH hereof), voting together as a singleclass, shall be required to adopt, amend or repeal any provisions of theBy-laws of the Corporation.

 

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EIGHTH:

 

A.        In addition to anyaffirmative vote required by law or this Certificate of Incorporation, andexcept as otherwise expressly provided in this Section:

 

1.         any merger orconsolidation of the Corporation or any Subsidiary (as hereinafter defined)with (i) any Interested Stockholder (as hereinafter defined) or (ii) any othercorporation (whether or not itself an Interested Stockholder) which is, orafter such merger or consolidation would be, an Affiliate (as hereinafterdefined) of an Interested Stockholder; or

 

2.         any sale, lease,exchange, mortgage, pledge, transfer or other disposition (in one transactionor a series of transactions) to or with any Interested Stockholder, or anyAffiliate of any Interested Stockholder, of any assets of the Corporation orany Subsidiary having an aggregate Fair Market Value (as hereafter defined)equaling or exceeding 25% or more of the combined assets of the Corporation andits Subsidiaries; or

 

3.         the issuance or transferby the Corporation or any Subsidiary (in one transaction or a series oftransactions) of any securities of the Corporation or any Subsidiary to anyInterested Stockholder or any Affiliate of any Interested Stockholder inexchange for cash, securities or other property (or a combination thereof)having an aggregate Fair Market Value equaling or exceeding 25% of the combinedassets of the Corporation and its Subsidiaries except pursuant to an employeebenefit plan of the Corporation or any Subsidiary thereof; or

 

4.         the adoption of any planor proposal for the liquidation or dissolution of the Corporation proposed byor on behalf of any Interested Stockholder or any Affiliate of any InterestedStockholder; or

 

5.         any reclassification ofsecurities (including any reverse stock split), or recapitalization of theCorporation, or any merger or consolidation of the Corporation with any of itsSubsidiaries or any other transaction (whether or not with or into or otherwiseinvolving an Interested Stockholder) which has the effect, directly orindirectly, of increasing the proportionate share of the outstanding shares ofany class of equity or convertible securities of the Corporation or anySubsidiary which is directly or indirectly owned by

 

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any InterestedStockholder or any Affiliate of any Interested Stockholder;

 

shall require theaffirmative vote of the holders of at least 66 2/3% of the voting power of thethen-outstanding shares of stock of the Corporation entitled to vote in theelection of directors (the “Voting Stock”), voting together as a single class.Such affirmative vote shall be required notwithstanding the fact that no votemay be required, or that a lesser percentage may be specified, by law or by anyother provisions of this Certificate of Incorporation or any Preferred StockDesignation or in any agreement with any national securities exchange orquotation system or otherwise.

 

The term “BusinessCombination” as used in this Article EIGHTH shall mean any transaction which isreferred to in any one or more of paragraphs 1 through 5 of Section A of thisArticle EIGHTH.

 

B.        The provisions of SectionA of this Article EIGHTH shall not be applicable to any particular BusinessCombination, and such Business Combination shall require only the affirmativevote of the majority of the outstanding shares of capital stock entitled tovote, or such vote as is required by law or by this Certificate ofIncorporation, if, in the case of any Business Combination that does notinvolve any cash or other consideration being received by the stockholders ofthe Corporation solely in their capacity as stockholders of the Corporation,the condition specified in the following paragraph 1 is met or, in the case ofany other Business Combination, all of the conditions specified in either of thefollowing paragraphs 1 and 2 are met:

 

1.         The Business Combinationshall have been approved by a majority of the Disinterested Directors (ashereinafter defined).

 

2.         All of the followingconditions shall have been met:

 

(a)        The aggregate amount ofthe cash and the Fair Market Value as of the date of the consummation of theBusiness Combination of consideration other than cash to be received per shareby the holders of Common Stock in such Business Combination shall at least beequal to the higher of the following:

 

(1)        (if applicable) theHighest Per Share Price, including any brokerage commissions, transfer taxesand soliciting dealers’ fees, paid by the Interested Stockholder or any of itsAffiliates for any shares of Common Stock acquired by it (i) within thetwo-year period immediately prior

 

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to the first publicannouncement of the proposal of the Business Combination (the “AnnouncementDate”), or (ii) in the transaction in which it became an InterestedStockholder, whichever is higher.

 

(2)        the Fair Market Value pershare of Common Stock on the Announcement Date or on the date on which theInterested Stockholder became an Interested Stockholder (such latter date isreferred to in this Article EIGHTH as the “Determination Date”), whichever ishigher.

 

(b)       The aggregate amount of thecash and the Fair Market Value as of the date of the consummation of theBusiness Combination of consideration other than cash to be received per shareby holders of shares of any class of outstanding Voting Stock other than CommonStock shall be at least equal to the highest of the following (it beingintended that the requirements of this subparagraph (b) shall be required to bemet with respect to every such class of outstanding Voting Stock, whether ornot the Interested Stockholder has previously acquired any shares of aparticular class of Voting Stock):

 

(1)        (if applicable) theHighest Per Share Price (as hereinafter defined), including any brokeragecommissions, transfer taxes and soliciting dealers’ fees, paid by theInterested Stockholder for any shares of such class of Voting Stock acquired byit (i) within the two-year period immediately prior to the Announcement Date,or (ii) in the transaction in which it became an Interested Stockholder,whichever is higher;

 

(2)        (if applicable) thehighest preferential amount per share to which the holders of shares of suchclass of Voting Stock are entitled in the event of any voluntary or involuntaryliquidation, dissolution or winding up of the Corporation; and

 

(3)        the Fair Market Value pershare of such class of Voting Stock on the Announcement Date or on theDetermination Date, whichever is higher.

 

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(c)        The consideration to bereceived by holders of a particular class of outstanding Voting Stock(including Common Stock) shall be in cash or in the same form as the InterestedStockholder has previously paid for shares of such class of Voting Stock. Ifthe Interested Stockholder has paid for shares of any class of Voting Stockwith varying forms of consideration, the form of consideration to be receivedper share by holders of shares of such class of Voting Stock shall be eithercash or the form used to acquire the largest number of shares of such class ofVoting Stock previously acquired by the Interested Stockholder. The pricedetermined in accordance with subparagraph B.2 of this Article EIGHTH shall besubject to appropriate adjustment in the event of any stock dividend, stocksplit, combination of shares or similar event.

 

(d)       After such InterestedStockholder has become an Interested Stockholder and prior to the consummationof such Business Combination; (1) except as approved by a majority of theDisinterested Directors, there shall have been no failure to declare and pay atthe regular date therefor any full quarterly dividends (whether or notcumulative) on any outstanding stock having preference over the Common Stock asto dividends or liquidation; (2) there shall have been (i) no reduction in theannual rate of dividends paid on the Common Stock (except as necessary toreflect any subdivision of the Common Stock), except as approved by a majorityof the Disinterested Directors, and (ii) an increase in such annual rate of dividendsas necessary to reflect any reclassification (including any reverse stocksplit), recapitalization, reorganization or any similar transaction which hasthe effect of reducing the number of outstanding shares of Common Stock, unlessthe failure to so increase such annual rate is approved by a majority of theDisinterested Directors, and (3) neither such Interested Stockholder nor any ofits Affiliates shall have become the beneficial owner of any additional sharesof Voting Stock except as part of the transaction which results in suchInterested Stockholder becoming an Interested Stockholder.

 

(e)        After such InterestedStockholder has become an Interested Stockholder, such Interested Stockholdershall not have received the benefit, directly or indirectly (exceptproportionately as a

 

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stockholder), of anyloans, advances, guarantees, pledges or other financial assistance or any taxcredits or other tax advantages provided by the Corporation, whether inanticipation of or in connection with such Business Combination or otherwise.

 

(f)        A proxy or informationstatement describing the proposed Business Combination and complying with therequirements of the Securities Exchange Act of 1934, as amended, and the rulesand regulations thereunder (or any subsequent provisions replacing such Act,rules or regulations) shall be mailed to stockholders of the Corporation atleast 30 days prior to the consummation of such Business Combination (whetheror not such proxy or information statement is required to be mailed pursuant tosuch Act or subsequent provisions).

 

C.        For the purposes of thisArticle EIGHTH:

 

1.         A “Person” shall includean individual, a group acting in concert, a corporation, a partnership, anassociation, a joint venture, a pool, a joint stock company, a trust, anunincorporated organization or similar company, a syndicate or any other groupformed for the purpose of acquiring, holding or disposing of securities.

 

2.         “Interested Stockholder”shall mean any Person (other than the Corporation or any holding company orSubsidiary thereof) who or which:

 

(a)        is the beneficial owner,directly or indirectly, of more than 10% of the voting power of the outstandingVoting Stock; or

 

(b)       is an Affiliate of the Corporationand at any time within the two-year period immediately prior to the date inquestion was the beneficial owner, directly or indirectly, of 10% or more ofthe voting power of the then-outstanding Voting Stock; or

 

(c)        is an assignee of or hasotherwise succeeded to any shares of Voting Stock which were at any time withinthe two-year period immediately prior to the date in question beneficiallyowned by any Interested Stockholder, if such assignment or succession shallhave occurred in the course of a transaction or series of transactions notinvolving

 

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a public offering withinthe meaning of the Securities Act of 1933, as amended.

 

3.         A Person shall be a “beneficialowner” of any Voting Stock:

 

(a)        which such Person or anyof its Affiliates or Associates (as hereinafter defined) beneficially owns,directly or indirectly within the meaning of Rule 13d-3 under the SecuritiesExchange Act of 1934, as amended, as in effect on September 30, 1991; or

 

(b)       which such Person or any ofits Affiliates or Associates has (1) the right to acquire (whether such rightis exercisable immediately or only after the passage of time), pursuant to anyagreement, arrangement or understanding or upon the exercise of conversionrights, exchange rights, warrants or options, or otherwise, or (2) the right tovote pursuant to any agreement, arrangement or understanding (but neither suchPerson nor any such Affiliate or Associate shall be deemed to be the beneficialowner of any shares of Voting Stock solely by reason of a revocable proxygranted for a particular meeting of stockholders, pursuant to a publicsolicitation of proxies for such meeting, and with respect to which sharesneither such Person nor any such Affiliate or Associate is otherwise deemed thebeneficial owner); or

 

(c)        which are beneficiallyowned, directly or indirectly within the meaning of Rule 13d-3 under thesecurities Exchange Act of 1934, as amended, as in effect on September 30,1991, by any other Person with which such Person or any of its Affiliates orAssociates has any agreement, arrangement or understanding for the purposes ofacquiring, holding, voting (other than solely by reason of a revocable proxy asdescribed in Subparagraph (b) of this Paragraph 3) or in disposing of anyshares of Voting stock;

 

provided, however, that,in the case of any employee stock ownership or similar plan of the Corporationor of any Subsidiary in which the beneficiaries thereof possess the right tovote any shares of Voting Stock held by such plan, no such plan nor any trusteewith respect thereto (nor any Affiliate of such trustee), solely by reason ofsuch capacity of such trustee, shall be deemed, for any purposes hereof, tobeneficially own any shares of Voting Stock held under any such plan.

 

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4.         For the purpose ofdetermining whether a Person is an Interested Stockholder pursuant to Paragraph2 of this Section C, the number of shares of Voting Stock deemed to be outstandingshall include shares deemed owned through application of Paragraph 3 of thisSection C but shall not include any other shares of Voting Stock which may beissuable pursuant to any agreement, arrangement or understanding, or uponexercise of conversion rights, warrants or options, or otherwise.

 

5.         “Affiliate” and “Associate”shall have the respective meanings ascribed to such terms in Rule 12b-2 of theGeneral Rules and Regulations under the Securities Exchange Act of 1934, asamended, as in effect on September 30, 1991.

 

6.         “Subsidiary” means anycorporation of which a majority of any class of equity security is owned,directly or indirectly, by the Corporation; provided, however, that for thepurposes of the definition of Interested Stockholder set forth in Paragraph 2of this section C, the term “Subsidiary” shall mean only a corporation of whicha majority of each class of equity security is owned, directly or indirectly,by the Corporation.

 

7.         “Disinterested Director”means any member of the Board of Directors who is unaffiliated with theInterested Stockholder and was a member of the Board of Directors prior to thetime that the Interested Stockholder became an Interested Stockholder, and anydirector who is thereafter chosen to fill any vacancy on the Board of Directorsor who is elected and who, in either event, is unaffiliated with the InterestedStockholder, and in connection with his or her initial assumption of office isrecommended for appointment or election by a majority of DisinterestedDirectors then on the Board of Directors.

 

8.         “Fair Market Value”means: (a) in the case of stock, the highest closing sales price of the stockduring the 30-day period immediately preceding the date in question of a shareof such stock of the National Association of Securities Dealers AutomatedQuotations (“NASDAQ”) System or any system then in use, or, if such stock isadmitted to trading on a principal United States securities exchange registeredunder the Securities Exchange Act of 1934, as amended, Fair Market Value shallbe the highest sale price reported during the 30-day period preceding the datein question, or, if no such quotations are available, the Fair Market Value onthe date in question of a share of such stock as determined by the Board ofDirectors in good faith, in each case with respect to any class of stock,appropriately adjusted for any dividend or distribution in shares of such stockor any combination or reclassification of outstanding shares of such stock intoa smaller number of shares of such stock, and (b) in the case of property otherthan cash or stock, the Fair Market Value of such property on the date inquestion as determined by the Board of Directors in good faith.

 

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9.         Reference to “Highest PerShare Price” shall in each case with respect to any class of stock reflect anappropriate adjustment for any dividend or distribution in shares of such stockor any stock split or reclassification of outstanding shares of such stock intoa greater number of shares of such stock or any combination or reclassificationof outstanding shares of such stock into a smaller number of shares of suchstock.

 

10.       In the event of anyBusiness Combination in which the Corporation survives, the phrase “otherconsideration to be received” as used in Subparagraphs (a) and (b) of Paragraph2 of Section B of this Article EIGHTH shall include the shares of Common Stockand/or the shares of any other class of outstanding Voting Stock retained bythe holders of such shares.

 

D.        A majority of theDisinterested Directors of the Corporation shall have the power and duty todetermine for the purposes of this Article EIGHTH, on the basis of informationknown to them after reasonable inquiry, (1) whether a person is an InterestedStockholder; (2) the number of shares of Voting Stock beneficially owned by anyperson; (3) whether a person is an Affiliate or Associate of another; and (4)whether the assets which are the subject of any Business Combination have, or-theconsideration to be received for the issuance or transfer of securities by theCorporation or any Subsidiary in any Business Combination has an aggregate FairMarket Value equaling or exceeding 25% of the combined assets of theCorporation and its Subsidiaries. A majority of the Disinterested Directorsshall have the further power to interpret all of the terms and provisions ofthis Article EIGHTH.

 

E.         Nothing contained in thisArticle EIGHTH shall be construed to relieve any Interested Stockholder from anyfiduciary obligation imposed by law.

 

F. Notwithstandingany other provisions of this Certificate of Incorporation or any provision oflaw which might otherwise permit a lesser vote or no vote, but in addition toany affirmative vote of the holders of any particular class or series of theVoting Stock required by law, this Certificate of Incorporation or anyPreferred Stock Designation, the affirmative vote of the holders of at least80% of the voting power of all of the then- outstanding shares of the VotingStock, voting together as a single class, shall be required to alter, amend orrepeal this Article EIGHTH.

 

NINTH:

 

A.       Each person who was or ismade a party or is threatened to be made a party to or is otherwise involved inany action, suit or proceeding, whether civil, criminal, administrative orinvestigative (hereinafter a “proceeding”), by reason of the fact that he orshe is or was a director or an officer of the Corporation or is

 

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or was serving or hasagreed to serve at the request of the Corporation as a director, officer,employee or agent of another corporation, including, without limitation anysubsidiary (as defined in Article Eighth herein), or of a partnership, jointventure, trust or other enterprise, including service with respect to anemployee benefit plan (hereinafter an “indemnitee”), whether the basis of suchproceeding is alleged action in an official capacity as a director, officer,employee or agent or in any other capacity while serving as a director,officer, employee or agent, shall be indemnified and held harmless by theCorporation to the fullest extent authorized by the Delaware GeneralCorporation Law, as the same exists or may hereafter be amended (but, in thecase of any such amendment, only to the extent that such amendment permits theCorporation to provide broader indemnification rights than such law permittedthe Corporation to provide prior to such amendment), against all expense,liability and loss (including attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such indemnitee in connection therewith; provided, however,that, except as provided in Section C hereof with respect to proceedings toenforce rights to indemnification, the Corporation shall indemnify any suchindemnitee in connection with a proceeding (or part thereof) initiated by suchindemnitee only if such proceeding (or part thereof) was authorized by theBoard of Directors of the Corporation.

 

B.        The right toindemnification conferred in Section A of this Article shall include the rightto be paid by the Corporation the expenses incurred in defending any suchproceeding in advance of its final disposition (hereinafter an “advancement ofexpenses”); provided, however, that, if the Delaware GeneralCorporation Law requires, an advancement of expenses incurred by an indemniteein his or her capacity as a director or officer (and not in any other capacityin which service was or is rendered by such indemnitee, including, withoutlimitation, service to an employee benefit plan) shall be made only upondelivery to the Corporation of an undertaking (hereinafter an “undertaking”),by or on behalf of such indemnitee, to repay all amounts so advanced if itshall ultimately be determined by final judicial decision from which there isno further right to appeal (hereinafter a “final adjudication”) that suchindemnitee is not entitled to be indemnified for such expenses under thisSection or otherwise. The rights to indemnification and to the advancement ofexpenses conferred in Sections A and B of this Article shall be contract rightsand such rights shall continue as to an indemnitee who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of theindemnitee’s heirs, executors and administrators.

 

C.        If a claim under Section Aor B of this Article is not paid in full by the Corporation within sixty daysafter a written claim has been received by the Corporation, except in the caseof

 

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a claim for anadvancement of expenses, in which case the applicable period shall be twentydays, the indemnitee may at any time thereafter bring suit against theCorporation to recover the unpaid amount of the claim. If successful in wholeor in part in any such suit, or in a suit brought by the Corporation to recoveran advancement of expenses pursuant to the terms of an undertaking, theindemnitee shall also be entitled to be paid the expense of prosecuting ordefending such suit. In (i) any suit brought by the indemnitee to enforce aright to indemnification hereunder (but not in a suit brought by the indemniteeto enforce a right to an advancement of expenses) it shall be a defense that,and (ii) in any suit by the Corporation to recover an advancement of expensespursuant to the terms of an undertaking the Corporation shall be entitled torecover such expenses upon a final adjudication that, the indemnitee has notmet any applicable standard for indemnification set forth in the DelawareGeneral Corporation Law. Neither the failure of the Corporation (including itsBoard of Directors, independent legal counsel, or its stockholders) to havemade a determination prior to the commencement of such suit thatindemnification of the indemnitee is proper in the circumstances because theindemnitee has met the applicable standard of conduct set forth in the DelawareGeneral Corporation Law, nor an actual determination by the Corporation(including its Board of Directors, independent legal counsel, or itsstockholders) that the indemnitee has not met such applicable standard ofconduct, shall create a presumption that the indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by theindemnitee, be a defense to such suit. In any suit brought by the indemnitee toenforce a right to indemnification or to an advancement of expenses hereunder,or by the Corporation to recover an advancement of expenses pursuant to theterms of an undertaking, the burden of proving that the indemnitee is notentitled to be indemnified, or to such advancement of expenses, under thisArticle or otherwise shall be on the Corporation.

 

D.        The rights toindemnification and to the advancement of expenses conferred in this Articleshall not be exclusive of any other right which any person may have orhereafter acquire under any statute, the Corporation’s Certificate ofIncorporation, Bylaws, agreement, vote of stockholders or disinteresteddirectors or otherwise.

 

E.        The Corporation maymaintain insurance, at its expense, to protect itself and any director,officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any expense,liability or loss, whether or not the Corporation would have the power toindemnify such person against such expense, liability or loss under theDelaware General Corporation Law.

 

F.        The Corporation may, tothe extent authorized from time to time by the Board of Directors, grant rightsto indemnification

 

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and to the advancement ofexpenses to any employee or agent of the Corporation or any person who is orwas serving or has agreed to serve at the request of the Corporation as anemployee or agent of another corporation, including, without limitation, anySubsidiary (as defined in Article EIGHTH herein) of the Corporation,partnership, joint venture, trust or other enterprise, including service withrespect to an employee benefit plan, to the fullest extent of the provisions ofthis Article with respect to the indemnification and advancement of expenses ofdirectors and officers of the Corporation.

 

TENTH:         A director of thisCorporation shall not be personally liable to the Corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director,except for liability (i) for any breach of the director’s duty of loyalty tothe Corporation or its stockholders, (ii) for acts or omissions not in goodfaith or which involve intentional misconduct or a knowing violation of law,(iii) under Section 174 of the Delaware General Corporation Law, or (iv) forany transaction from which the director derived an improper personal benefit.If the Delaware General Corporation Law is hereafter amended to furthereliminate or limit the personal liability of directors, then the liability of adirector of the Corporation shall be eliminated or limited to the fullestextent permitted by the Delaware General Corporation Law, as so amended.

 

Any repeal ormodification of the foregoing paragraph by the stockholders of the Corporationshall not adversely affect any right or protection of a director of theCorporation existing at the time of such repeal or modification.

 

ELEVENTH:  No amendment, addition,alteration, change, or repeal of any provision of this Certificate ofIncorporation shall be made, unless such is first proposed by the Board ofDirectors of the Corporation, upon the affirmative vote of at least two-thirdsof the directors then in office at a duly constituted meeting of the Board ofDirectors called expressly for such purposes, and thereafter approved by thestockholders by a majority of the total votes eligible to be cast at a dulyconstituted meeting of stockholders called expressly for such purposes; provided,however,that, notwithstanding any other provision of thisCertificate of Incorporation or any provision of law which might otherwisepermit a lesser vote or no vote, but in addition to any vote of the holders ofany class or series of the stock of this Corporation required by law or by thisCertificate of Incorporation, the affirmative vote of the holders of at least80% of the voting power of all of the then-outstanding shares of the capitalstock of the Corporation entitled to vote generally in the election ofdirectors (after giving effect to the provisions of Article FOURTH), votingtogether as a single class, shall be required to amend or repeal this ArticleELEVENTH, Section C. of Article

 

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FOURTH,Subparagraphs 3 or 4 of Article FIFTH, Article SIXTH, Article SEVENTH, ArticleEIGHTH or Article NINTH.

 

TWELFTH:   The name and mailing address ofthe sole incorporator are as follows:

 

 
| **NAME**       | ** ** | **MAILING ADDRESS**                           |
|----------------|------------|-----------------------------------------------|
|           |       |                                          |
| Curtis L. Hage |       | Main at 11th  Sioux Falls, South Dakota 57102 |

 

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I, THEUNDERSIGNED, being the incorporator, for the purpose of forming a corporationunder the laws of the State of Delaware, do make, file and record thisCertificate of Incorporation, do certify that the facts herein stated are true,and, accordingly, have hereto set my hand this 25th day of November, 1991.

 

 
|   |   |   | /s/ Curtis L. Hage |   |
|--------|--------|--------|--------------------|--------|
|   |   |   | Curtis L. Hage     |

 

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| **[SEAL]** | **STATE OF SOUTH DAKOTA**     |   |
|------------|-------------------------------|--------|
|       | ** **                    |   |
|       | **Secretary of State**        |   |
|       | ** **                    |   |
|       | **Certificate  Of Authority** |   |

 

I, JOYCE HAZELTINE, Secretary of State of the State of South Dakota,hereby certify that the Application of HF FINANCIAL CORP. (DE) fora Certificate of Authority to transact business in this State, duly signed andverified, pursuant to the provisions of the South Dakota Business CorporationAct, have been received in this office and are found to conform to law.

 

ACCORDINGLY and by virtue of the authority vested in me by law, Ihereby issued this Certificate of Authority to HF FINANCIAL CORP. to transact business in this State under thename of HF FINANCIAL CORP. and attach hereto a duplicate of the Application forsuch Certificate.

 

 
| **[SEAL]**          | IN  TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great Seal of  the State of South Dakota, at Pierre, the Capital this 24th day of DECEMBER  A.D. 1991 |
|---------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |
| /s/ Joyce Hazeltine |
| Secretary of State  |
|                |
|                |
| Deputy              |

 

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| SECRETARY  OF STATE  STATE CAPITOL  500 E. CAPITOL  PIERRE. S.D. 57501  605-773-4845  FAX (605) 773-4550 | **APPLICATION  FOR CERTIFICATE OF AUTHORITY** | RECEIVED  DEC 24 1991  Secretary of State |
|----------------------------------------------------------------------------------------------------------|-----------------------------------------------|-------------------------------------------|

 

Pursuant to the provisions of SDCL 47-8-7, the undersigned corporationhereby applies for a Certificate of Authority to transact business in the Stateof South Dakota and for that purpose submits the following statement:

 
| (1)  The name of the corporation is HF Financial Corp. |
|--------------------------------------------------------|
| (Exact corporate name)                                 |

 

(2)If the name of the corporation does not contain the word “corporation”, “company”,“incorporated” or “limited” or does not contain an abbreviation of one of suchwords, then the name of the corporation with the word or abbreviation which itelects to add thereto for use in this state is N/A

 

(3)State where incorporatedDelaware Federal Taxpayer ID# Applied For

 

(4)The date of its incorporation is November 26, 1991 and the period of itsduration is perpetual

 

(5)The address of its principal office in the state or country under the laws ofwhich it is incorporated is 225South Main Avenue, Sioux Falls, South Dakota Zip Code 57102

 

(6)The street address, or a statement that there is no street address, of itsproposed registered office in the State of South Dakota is 225 South MainAvenue, Sioux Falls Zip 57102 and the name of its proposed registered agent inthe State of South Dakota at that address is Curtis L. Hage

 

(7) The purposes which itproposes to pursue in the transaction of business in the State of South Dakotaare: Act as a savings and loan holding company for Home Federal Savings and Loan Association, Sioux Falls, South Dakotaupon its conversion to a federal stock savings bank to be known as “HomeFederal Savings Bank” and any activities incident thereto permitted by theState of South Dakota.

 

(8)The names and respective addresses of its directors and officers are:

 
| **Name**                        | ** ** | ** ** | **Officer Title** | ** ** | **Street Address** | ** ** | **City** | ** ** | **State** | ** ** | **Zip** |
|---------------------------------|------------|------------|-------------------|------------|--------------------|------------|----------|------------|-----------|------------|---------|
| See Schedule A attached hereto. |       |       |              |       |               |       |     |       |

 

(9)The aggregate number of shares which it has authority to issue, itemized byclasses, par value of shares, shares without par value, and series, if any,within a class is:

 
| **Number  or shares** | ** ** | **Class** | ** ** | **Series** | ** ** | **Par value per share or statement that shares are  without par value** |
|----------------------------|------------|-----------|------------|------------|------------|---------------------------------------------------------------------------------------------------------------------------|
|                       |       |      |       |       |       |                                                                                                                      |
| 5,000,000                  |       | Common    |       |       |       | par value $.01 per share                                                                                                  |
| 500,000                    |       | Preferred |       |       |       | par value $.01 per share                                                                                                  |

 

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(10) The aggregate numberof it issued shares, itemized by classes, par value of shares, shares withoutpar value, and series, if any, within a class, is:

 
| **Number  or shares** | ** ** | **Class** | ** ** | **Series** | ** ** | **Par value per share or statement that shares are  without par value** |
|-----------------------|------------|-----------|------------|------------|------------|-------------------------------------------------------------------------|
| 0                     |       | Common    |       |       |       | par  values $.01 per share                                              |
| 0                     |       | Preferred |       |       |       | par  value $.01 per share                                               |

 

(11) The amount of itsstated capital is $ ***

 

(12) This application isaccompanied by a CERTIFICATE OF FACT duly, acknowledged by the secretary of stateor other officer having custody of corporate records in the state or countryunder whose laws it is incorporated.

 

(13) That suchcorporation shall not directly or indirectly combine or make any contract withany incorporated company, foreign or domestic, through their stockholders orthe trustees or assigns of such stockholders, or with any copartnership orassociation of persons, or in any manner whatever to fix the prices, limit theproduction or regulate the transportation of any product or commodity so as toprevent competition in such prices, production or transportation or toestablish excessive prices therefor.

 

(14) That suchcorporation, as a consideration of its being permitted to begin or continuedoing business within the State of South Dakota, will comply with all the lawsof the said State with regard to foreign corporations.

 

The application must besigned by the chairman of the board of directors, or by the president or byanother officer.

 

I DECLARE AND AFFIRMUNDER THE PENALTY OF PERJURY THAT THIS APPLICATION IS IN ALL THINGS, TRUE ANDCORRECT.

 

 
| Dated Dec. 18 1991    |   |   | /s/ Curtis L. Hage             |
|-----------------------|--------|--------|--------------------------------|
|                  |   |   | (Signature)                    |
|                  |   |   |                           |
|                  |   |   | President and Chief  Executive |
|                  |   |   | (Title) Officer                |
|                  |   |   |                           |
| State of South Dakota |   |   |                           |
| County of Minnesota   |   |   |                           |

 

On this 18th day of December,1991, before me Mavis Salonek personally appeared Curtis L. Hage,**known to me, or proved to me, to be thePresident and CEO of the corporation that is described in and that executed thewithin instrument and acknowledged to me that such corporation executed same.

 
| My Commission Expires:  My Commission Expires 8-21-99 |   |   | /s/ Mavis Salonek |
|-------------------------------------------------------|--------|--------|-------------------|
|                                                  |   |   | (Notary Public)   |

Notarial Seal **[SEAL]**

 

* * * * * * * * * * * * ** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** * * * * * * * * * * * * * * * * * *

 

The Consent of Appointment below must be signed by theregistered agent listed in number six.

 

**CONSENT OF APPOINTMENT BY THEREGISTERED AGENT**

 
| I,                                                                                                                                                                                                                                        |      Curtis L. Hage | , hereby give my consent to serve as the |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|------------------------------------------|
|                                 (name  of registered agent)               |
| registered agent for                                                                                                                                                                                                                      | HF Financial Corp.                           |
|                                     (corporate  name) |
|                                                                                                                                                                                                                                           |                                              |                                          |  |

 

 
| Dated Dec. 18 1991 |   |   | /s/  Curtis L. Hage              |
|--------------------|--------|--------|----------------------------------|
|               |   |   | (signature  of registered agent) |

 

----

 

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*This amount is based onan estimate of the stated capital upon completion of the conversion.

 

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**Schedule A**

** **

8. The names andrespective addresses of its directors and officers are:

 
| **Name**           | ** ** | **Officer Title**                                               | ** ** | **Street/City   State/Zip**                             |
|--------------------|------------|-----------------------------------------------------------------|------------|---------------------------------------------------------|
|               |       |                                                            |       |                                                    |
| Lee  E. Engen      |       | Chairman  of the Board                                          |       | 225  South Main Avenue  Sioux Falls, South Dakota 57102 |
|               |       |                                                            |       |                                                    |
| Curtis  L. Hage    |       | President,  Chief  Executive Officer and  Director              |       | 225  South Main Avenue  Sioux Falls, South Dakota 57102 |
|               |       |                                                            |       |                                                    |
| Donald  F. Bertsch |       | Senior  Vice President,  Chief Financial Officer  and Treasurer |       | 225  South Main Avenue  Sioux Falls, South Dakota 57102 |
|               |       |                                                            |       |                                                    |
| W.  Tim Kromminga  |       | Senior  Vice President and Secretary                            |       | 225  South Main Avenue  Sioux Falls, South Dakota 57102 |
|               |       |                                                            |       |                                                    |
| John D. Parker     |       | Director                                                        |       | 225 South Main Avenue  Sioux Falls, South Dakota 57102  |
|               |       |                                                            |       |                                                    |
| Paul  J. Hallem    |       | Director                                                        |       | 225  South Main Avenue  Sioux Falls, South Dakota 57102 |
|               |       |                                                            |       |                                                    |
| Douglas  L. Hunter |       | Director                                                        |       | 225  South Main Avenue  Sioux Falls, South Dakota 57102 |

 

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**State of Delaware**

 

**[GRAPHIC]**

 

**Office of Secretary of State**

 

I, MICHAELHARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY HFFINANCIAL CORP. IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWAREAND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THERECORDS OF THIS OFFICE SHOW, AS OF THE DATE SHOWN BELOW.

 

*  *  *  *  *  *  *  *  *  *

 
| **[SEAL]** |   |   | /s/ Michael Harkins                  |
|------------|--------|--------|--------------------------------------|
| 701354025  |   |   | Michael Harkins,  Secretary of State |
|       |   |   |                                 |
|       |   |   | AUTHENTICATION:  *3280558            |
|       |   |   |                                 |
|       |   |   | DATE: 12/20/1991                     |

 

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| *State of Delaware*                |
|------------------------------------|
| * *                           |   |
| *Office of the Secretary of State* |

 

I, EDWARD J.FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “HFFINANCIAL CORP.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JANUARY, A.D.1999, AT 11 O’CLOCK A.M.

 

A FILED COPY OFTHIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 

 
|                          |   |   |                                   |
|-------------------------------|--------|--------|----------------------------------------|
| **[SEAL]**                    |   |   | /s/ Edward J. Freel                    |
|                          |   |   | *Edward  J. Freel, Secretary of State* | * * |
| 2280183   8100 |   |   |                                   |   |
|                          |   |   | AUTHENTICATION:                        | 9521833 |   |
|                          |   |   |                                   |   |   |
| 991016627                     |   |   | DATE:                                  | 01-14-99 |   |

 

1

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**CERTIFICATE OF AMENDMENTOF CERTIFICATE OF INCORPORATION**OFHF FINANCIAL CORP.

** **

HF FinancialCorp., a corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware,

 

DOES HEREBYCERTIFY:

 

FIRST:    That the Board ofDirectors of said corporation, at a meeting duly held, adopted a resolutionproposing and declaring advisable the following amendment to the Certificate ofIncorporation of said corporation:

 

RESOLVED, that theCertificate of Incorporation of HF Financial Corp. be amended by changingSection A of the Fourth Article thereof so that, as amended, said Section shallbe and read as follows:

 

“A.      The total number of shares of all classesof stock which the Corporation shall have the authority to issue is ten millionfive hundred thousand (10,500,000) consisting of:

 

1.         five hundred thousand (500,000) shares of Preferred Stock,par value one cent ($.01) per share (the “Preferred Stock”); and

 

2.         ten million (10,000.000) shares of Common Stock, par valueone cent ($.01) per share (the “Common Stock”).”

 

----

 

SECOND:  Thata vote on the proposed amendment was taken by the stockholders, at a meetingduly held, and a majority of the outstanding stock entitled to vote thereon,and a majority of the outstanding stock of each class entitled to vote theronas a class has been voted in favor of the amendment in accordance with theprovisions of Section 242 of the General Corporation Law of the State ofDelaware.

 

THIRD:   Thatthe aforesaid amendment was duly adopted in accordance with the applicableprovisions of Section 228 of the General Corporation Law of the State ofDelaware.

 

IN WITNESSWHEREOF, said Board of Directors of said Corporation has caused thiscertificate to be signed by Curtis L. Hage, its Chairman of the Boardof Directors, this 8th day of January, 1999.

 

 
|   |   | H F FINANCIAL CORP.                              |
|--------|--------|--------------------------------------------------|
|        |   | By                                          | /s/  Curtis L. Hage |
|   |   | Chairman, President and  Chief Executive Officer |

 

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