**EXHIBIT10.18**

**HOMEFEDERAL SAVINGS BANK**

**CHANGE-IN-CONTROLAGREEMENT**

             This Change-in-Control Agreement (the"Agreement") is entered into as of this 8th day of April, 2000, byand between Home Federal Savings Bank, a federally-chartered savings bank (the"Bank") and David A. Brown (the "Employee").

             WHEREAS, the Employee is currently serving as a seniorvice president of the Bank, holding the title of Senior VicePresident/Commercial Banking; and

             WHEREAS, the Bank is a wholly-owned subsidiary of HFFinancial Corp., (the Holding Company"), and the Holding Company offersits common stock for sale to the public and is subject to supervision by theSecurities and Exchange Commission ("SEC"); and

             WHEREAS, both the Bank and the Holding Company aresubject to supervision by the Office of Thrift Supervision (the"OTS"); and

             WHEREAS, the Board of Directors of the Bank recognizesthat, as is the case with publicly held corporations generally, the possibilityof a change-in-control of the Holding Company may exist and that suchpossibility, and the uncertainty and questions which it may raise amongmanagement, may result in the departure or distraction of key managementpersonnel to the detriment of the Bank, the Holding Company and itsstockholders; and

             WHEREAS, the Board of Directors of the Bank believes itis in the best interests of the Bank to enter into this Agreement with theEmployee in order to assure continuity of management of the Bank and toreinforce and encourage the continued attention and dedication of the Employeeto his assigned duties without distraction in the face of potentiallydisruptive circumstances arising from the possibility of a change-in-control ofthe Holding Company, although no such change is now known of; and

             WHEREAS, the Board of Directors of the Bank has approvedand authorized the execution of this Agreement with the Employee to take effectas stated in Section 1 hereof.

             NOW, THEREFORE, in consideration of the foregoing and ofthe respective covenants and agreements of the parties herein contained, it isagreed as follows:

             1.          Termof Agreement.  This Agreement willcommence on the date hereof and shall continue in effect until the thirdanniversary of the date hereof; and, commencing on the first anniversary of thedate hereof and on each anniversary thereafter, the term of this Agreementshall automatically be extended for one additional year unless, not later than90 days prior to any such date of automatic extension of this Agreement, theBank shall have given notice that the Agreement will not be so extended;provided, however, if a Change-in-Control shall have occurred during theoriginal or any extended term of this Agreement, this Agreement shall in allevents continue in effect for a period of 24 months following a Change-in-Control;provided, further, that if Employee becomes entitled to payments in accordancewith Section 4 of this Agreement (or assert a claim for such payments) duringthe term of this Agreement as heretofore described, this Agreement willthereafter survive indefinitely to ensure that Employee receives all paymentsand benefits to which Employee is entitled pursuant to the terms hereof.

             2.          Change-in-Control.  No benefits shall be payable hereunderunless there shall have been a Change-in-Control, as set forth below.  For purposes of this Agreement, a"Change-in-Control" shall mean:

             a.          achange-in-control of a nature that would be required to be reported in responseto Item 6(e) of Schedule 14A of Regulation 14A promulgated under the SecuritiesExchange Act of 1934, as amended (the "Exchange Act"), whether or notthe Holding Company is then subject to such reporting requirement; or

                           b.          thepublic announcement (which, for purposes of this definition, shall include,without limitation, a report filed pursuant to Section 13(d) of the ExchangeAct) by the Holding Company or any "person" (as such term is used inSections 13(d) and 14(d) of the Exchange Act) that such person has become the"beneficial owner" (as defined in Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of securities of the Holding Company (i)representing 20% or more, but not more than 50%, of the combined voting powerof the Holding Company's then outstanding securities unless the transactionresulting in such ownership has been approved in advance by the ContinuingDirectors (as hereinafter defined); or (ii) representing more than 50% ofthe combined voting power of the Holding Company's then outstanding securities(regardless of any approval by the Continuing Directors); provided, however,that notwithstanding the foregoing, no Change-in-Control shall be deemed tohave occurred for purposes of this Agreement by reason of the ownership of 20%or more of the total voting capital stock of the Holding Company then issuedand outstanding by the Holding Company, any subsidiary of the Holding Companyor any employee benefit plan of the Holding Company or of any subsidiary of theHolding Company or any entity holding shares of the Common Stock organized,appointed or established for, or pursuant to the terms of, any such plan (anysuch person or entity described in this clause is referred to herein as a"Company Entity"); or
                           c.          anyacquisition of control as defined in 12 Code of Federal Regulations Section574.4, or any successor regulation, of the Holding Company which would requirethe filing of an application for acquisition of control or notice of change incontrol in a manner which is set forth in 12 CFR Section 574.3, or anysuccessor regulation; or

                           d.          theContinuing Directors (as hereinafter defined), cease to constitute a majorityof the Holding Company's Board of Directors; or

                           e.          theshareholders of the Holding Company approve (i) any consolidation or merger ofthe Holding Company in which the Holding Company is not the continuing orsurviving Holding Company or pursuant to which shares of Holding Company stockwould be converted into cash, securities or other property, other than a mergerof the Holding Company in which shareholders immediately prior to the mergerhave the same proportionate ownership of stock of the surviving Holding Companyimmediately after the merger; (ii) any sale, lease, exchange or other transfer(in one transaction or a series of related transactions) of all orsubstantially all of the assets of the Holding Company; or (iii) any plan ofliquidation or dissolution of the Holding Company.

             For purposes of this definition,"Continuing Director" shall mean any person who is a member of theBoard of Directors of the Holding Company, while such person is a member of theBoard of Directors, who is not an Acquiring Person (as defined below) or anAffiliate or Associate (as defined below) of an Acquiring Person, or arepresentative of an Acquiring Person or of any such Affiliate or Associate,and who (i) was a member of the Board of Directors on the date of thisAgreement as first written above; or (ii) subsequently becomes a member of theBoard of Directors, if such person's initial nomination for election or initialelection to the Board of Directors is recommended or approved by a majority ofthe Continuing Directors.  For purposesof this definition, "Acquiring Person" shall mean any"person" (as such term is used in Sections 13(d) and 14(d) of theExchange Act) who or which, together with all Affiliates and Associates of suchperson, is the "beneficial owner" (as defined in Rule 13d-3promulgated under the Exchange Act) directly or indirectly, of securities ofthe Holding Company representing 20% or more of the combined voting power ofthe Holding Company's then outstanding securities, but shall not include theInvestors or any Holding Company Entity; and "Affiliate" andAssociate" shall have their respective meanings ascribed to such terms inRule 12b-2 promulgated under the Exchange Act.

             3.          TerminationFollowing a Change-in-Control.  If aChange-in-Control shall have occurred, Employee shall be entitled to thebenefits provided in Section 4(a) hereof upon any termination of Employee'semployment during the term of this Agreement unless such termination is (i)because of Employee's death; (ii) by the Bank for Cause (as defined below); or(iii) by Employee other than for Good Reason (as defined below):

                           a.          Cause.  Termination by the Bank of Employee'semployment for "Cause" shall mean termination upon (i) the willfuland continued failure by Employee to substantially perform Employee's dutieswith the Bank (other than any such failures resulting from Employee'sdisability or from Employee's termination for Good Reason), after a demand forsubstantial performance is delivered to Employee which specifically identifiesthe manner in which the Bank believes that Employee has not substantiallyperformed his duties, and Employee has failed to resume substantial performanceof those duties on a continuous basis within 14 days of receiving such demand;(ii) Employee's willful engaging in conduct which is demonstrably andmaterially injurious to the Bank, monetarily or otherwise; (iii) Employee'sconviction of a felony which impairs his ability substantially to perform Employee'sduties with the Bank; (iv) the Employee's personal dishonesty, incompetence,breach of fiduciary duty for personal profit or willful violation of any law,rule or regulation (other than traffic violations or similar offenses) or finalcease and desist order; or (v) the Employee's material breach of thisAgreement.  For purposes of thisSubsection, no act, or failure to act, on the part of the Employee shall bedeemed "willful" unless done, or omitted to be done, by Employee notin good faith and without reasonable belief that Employee's action or omissionwas in the best interest of the Bank. Failure to perform duties with the Bank during any period of disabilityshall not constitute Cause.
                           b.          GoodReason.  Employee's termination ofemployment for "Good Reason" shall mean termination by the Employeeupon the occurrence, without his express written consent, within 24 monthsfollowing a Change-in-Control of any one or more of the following:

                           i)           the assignment to the Employee of anyduties inconsistent in any respect with Employee's position (including status,offices, titles, and reporting requirements), authorities, duties, or otherresponsibilities as in effect immediately prior to the Change-in-Control or anyother action of the Bank which results in a diminishment in such position,authority, duties, or responsibilities, other than an insubstantial andinadvertent action which is remedied by the Bank promptly after receipt ofnotice thereof given by Employee;

                           ii)          areduction by the Bank in Employee's base salary as in effect on the date hereofor as the same shall be increased from time to time;

                           iii)         theBank's requiring Employee to be based at a location outside of Sioux Falls,South Dakota;

                           iv)         thefailure by the Bank to (a) continue in effect any material compensation orbenefit plan, program, policy or practice in which Employee was participatingat the time of the Change-in-Control, or (b) provide the Employee withcompensation and benefits at least equal (in terms of benefit levels and/orreward opportunities) to those provided for under each employee benefit plan,program, policy and practice as in effect immediately prior to theChange-in-Control (or as in effect following the Change-in-Control, ifgreater);

                           v)          thefailure of the Bank to obtain a satisfactory agreement from any successor tothe Bank to assume and agree to perform this Agreement, as contemplated inSection 7 hereof; and

                           vi)         anypurported termination by the Bank of the Employee's employment that is noteffected pursuant to a Notice of Termination (as defined below);

             The Bank's right to terminateEmployee's employment pursuant to this Subsection shall not be affected by theEmployee's incapacity due to physical or mental illness.  The Employee's continued employment shallnot constitute consent to, or a waiver of rights with respect to, anycircumstance constituting Good Reason hereunder.  Employee's termination of employment for Good Reason as definedin this Subsection 3(b) shall constitute termination for Good Reason for allpurposes of this Agreement, notwithstanding that the Employee may also therebybe deemed to have "retired" under any applicable retirement programsof the Bank.

                           c.          Noticeof Termination.  Any purportedtermination of the Employee's employment by the Bank or by the Employee (otherthan by reason of the Employee's death) within 24 months following the month inwhich a Change-in-Control occurs, shall be communicated by Notice ofTermination to the other party hereto in accordance with Section 8 hereof.  No purported termination of the Employee'semployment by the Bank shall be effective if it is not pursuant to a Notice ofTermination.  Failure by the Employee toprovide Notice of Termination shall not limit any of the Employee's rightsunder this Agreement except to the extent the Bank can demonstrate that itsuffered actual damages by reason of such failure.  For purposes of this Agreement, a "Notice ofTermination" shall mean a written notice which shall indicate the specifictermination provision in this Agreement relied upon and the Date of Termination(as defined below) and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Employee'semployment under the provision so indicated.

                          d.          Date of Termination.  "Date of Termination" shall meanthe date specified in the Notice of Termination (except in the case of theEmployee's death, in which case Date of Termination shall be the date ofdeath); provided, however, that if the Employee's employment is terminated bythe Bank, the date specified in the Notice of Termination shall be at least 30days from the date the Notice of Termination is given to the Employee and ifthe Employee terminates his employment for Good Reason, the date specified inthe Notice of Termination shall not be more than 60 days from the date theNotice of Termination is given to the Bank.

             4.          CompensationUpon Termination.  Following aChange-in-Control, upon termination of employment during the term of thisAgreement the Employee shall be entitled to the following benefits:

             a.          Ifemployment by the Bank shall be terminated (A) by the Bank for any reason otherthan Cause, or (B) by the Employee for Good Reason, the Employee shall beentitled to the benefits, to be funded from the general assets of the Bank,provided below:
                           i)           theBank shall pay the Employee full base salary through the Date of Termination atthe rate in effect at the time Notice of Termination is given;

                           ii)          theBank will pay as severance benefits to the Employee, not later than 30 daysfollowing the Date of Termination, a lump sum severance payment equal to 1.5times the sum of (A) the Employee's annual base salary in effect at the timeNotice of Termination is given or immediately prior to the date of theChange-in-Control, whichever is greater, and (B) annual incentive compensationpayments which were potentially available to the Employee at the time Notice ofTermination is given or immediately prior to the date of the Change-in-Control,whichever is greater (or if there is no such incentive payment, the amountearned in the last fiscal year prior to the Change-in-Control);

                           iii)         fora 18-month period after the Date of Termination, the Bank will arrange toprovide the Employee with welfare benefits (including life and health insurancebenefits), perquisites and other employee benefits of substantially similardesign and cost to the Employee as the welfare benefits, perquisites and otheremployee benefits available to the Employee immediately prior to the Notice ofTermination; but benefits otherwise receivable by the Employee pursuant to thisSubsection (iii) shall be discontinued if the Employee obtains full-timeemployment providing welfare benefits during the 18-month period following theDate of Termination;

                           iv)         thefull amount of any long-term cash incentive award for any plan periods then inprogress to the extent not provided for in such plan or plans; and

                           v)          theBank shall pay for individual out-placement counseling services for the Employee.

             b.          Thepayments provided for in Section 4(a) above shall be made not later than 30days following the Date of Termination; provided, however, that if the amountsof such payments cannot be finally determined, on or before such day, the Bankshall pay to the Employee on such day an estimate as determined in good faithby the Bank of the minimum amount of such payments and shall pay the remainderof such payments (together with interest from the date of such estimatedpayment at the rate provided in Section 1274(b)(2)(B) of the Internal RevenueCode of 1986, as amended (the "Code")) as soon as the amount thereofcan be determined but in no event later than 45 days after the Date ofTermination.

             In the event that the amount of theestimated payment exceeds the amount subsequently determined to have been due,such excess shall constitute a loan by the Bank to the Employee payable nolater than 30 days after demand by the Bank (together with interest from thedate of such estimated payment at the rate provided in Section 1274(b)(2)(B) ofthe Code.

             c.          TheBank shall also pay to the Employee any legal fees and expenses incurred by theEmployee (i) as a result of successful litigation against the Bank fornonpayment of any benefit hereunder, or (ii) in connection with any disputewith any Federal, state or local governmental agency with respect to benefitsclaimed under this Agreement.  If theEmployee utilizes arbitration to resolve any such dispute, the Bank will pay anylegal fees and expenses incurred by the Employee in connection therewith.

             d.          TheEmployee shall not be required to mitigate the amount of any payment providedfor in this Section 4 by seeking other employment or otherwise, nor shall theamount of any payment provided for in this Section 4 be reduced by anycompensation earned by the Employee as the result of employment by anotheremployer after the Date of Termination, or otherwise, except as set forth inSection 4a(iii) hereof.

             e.          Notwithstandinganything in this Agreement to the contrary, no payments may be made pursuant toSection 4 hereof without the prior approval of the OTS if following suchpayment the Bank would not be in compliance with its fully phased-in capitalrequirements as defined in OTS regulations. Further, any payments made to the Employee pursuant to this Agreement,or otherwise, are subject to and conditioned upon their compliance with 12 USC§1828(k) and any regulations promulgated thereunder.

             5.          CertainReduction of Payments by the Bank. Anything in this Agreement to the contrary notwithstanding, in the eventit shall be determined that any payment or distribution by the Bank to or forthe benefit of the Employee (whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise) (a"Payment") would be nondeductible (in whole or part) by the Bank forFederal income tax purposes because of Section 280G of the Code, then theaggregate present value of amounts payable or distributable to or for thebenefit of the Employee pursuant to this Agreement (such amounts payable ordistributable pursuant to this Agreement are hereinafter referred to as"Agreement Payments") shall be reduced to the Reduced Amount.  The "Reduced Amount" shall be anamount, not less than zero, expressed in present value which maximizes theaggregate present value of Agreement Payments without causing any Payment to benondeductible by the Bank because of Section 280G of the Code.  For purposes of this Section 5, present valueshall be determined in accordance with Section 280G(d)(4) of the Code.
             6.          NonexclusivityRights.  Nothing in this Agreementshall prevent or limit the Employee's continuing or future participation in anybenefit, bonus, incentive, retirement or other plan or program provided by theBank and for which the Employee may qualify, nor, except as provided in Section13, shall anything herein limit or reduce such rights as the Employee may haveunder any other agreement with, or plan, program, policy or practice of, theBank.  Amounts which are vested benefitsor which the Employee is otherwise entitled to receive under any agreementwith, or plan, program, policy or practice of, the Bank (including, withoutlimitation, the cashout of unused vacation days upon termination of employment)shall be payable in accordance with such agreement, plan, program, policy orpractice, except as explicitly modified by this Agreement.

             7.          Successors

                           a.          TheBank will require any successor (whether direct or indirect, by purchase,merger, consolidation, or otherwise) to all or substantially all of thebusiness and/or assets of the Bank or of any division or subsidiary thereofemploying the Employee to expressly assume and agree to perform this Agreementin the same manner and to the same extent that the Bank would be required toperform if no such succession had taken place. Failure of the Bank to obtain such assumption and agreement prior to theeffectiveness of any such succession shall be a breach of this Agreement and shallentitle the Employee to compensation from the Bank in the same amount and onthe same terms as he would be entitled hereunder if his employment wereterminated for Good Reason following a Change-in-Control, except that forpurposes of implementing the foregoing, the date on which any such successionbecomes effective shall be deemed the Date of Termination and Notice ofTermination shall be deemed to have been given on such date.

                           b.          ThisAgreement shall inure to the benefit of and be enforceable by the Employee'spersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees, and legatees. If the Employee should die while any amount would still be payable tohim hereunder if he had continued to live, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreement,to his devisee, legatee or other designee or, if there is no such designee, tohis estate or, if no estate, in accordance with applicable law.

             8.          Notice.  For the purpose of this Agreement, noticesand all other communications provided for in the Agreement shall be in writingand shall be deemed to have been duly given when delivered or mailed by UnitedStates registered mail, postage prepaid, addressed to the other party asfollows:

If to the Bank, to:

Home Federal Savings BankAttention: Corporate Secretary225 South Main AvenueSioux Falls, SD  57117

If to Employee, to:

David A. Brown4312 S. Fireside AvenueSioux Falls, SD  57103

             Either party to this Agreement may change its addressfor purposes of this Section 8 by giving 15 days' prior notice to the otherparty hereto.
             9.          Miscellaneous.  No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by the Employee and such officer as may bespecifically designated by the Board to sign on behalf of the Bank.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofSouth Dakota.

             10.        Validity.  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

             11.        Counterparts.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

             12.        Arbitration.  If the Employee so elects, any dispute orcontroversy arising under or in connection with this Agreement shall be settledexclusively by arbitration in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court havingjurisdiction; provided, however, that the Employee shall be entitled to seekspecific performance of his right to be paid until the Date of Terminationduring the pendency of any dispute or controversy arising under or inconnection with this Agreement.  If theEmployee does not elect arbitration, he may pursue any and all legal remediesavailable to him.

             13.        EmploymentAgreement.  Reference is hereby madeto that certain Agreement, dated contemporaneously with this Agreement, by andbetween the Bank and the Employee.  Thetermination of the Employment Agreement shall have no effect on the term ofthis Agreement.  All terms andconditions of the Employment Agreement shall continue in full force and effect(until termination of the Employment Agreement in accordance with its terms),including following a Change-in-Control, except as expressly modified by thisSection.  The mutual promises in thisAgreement and in the Employment Agreement shall serve as consideration for eachagreement contemporaneously executed.

             14.        EffectiveDate.  This Agreement shall becomeeffective as of the date first set forth above.

             15.        Employment.  This Agreement does not constitute acontract of employment or impose on the Bank any obligation to retain theEmployee as an employee, to continue his current employment status or to changeany employment policies of the Bank.

             16.        Amendments.  No amendments or additions to this Agreementshall be binding unless in writing and signed by both parties, except as hereinotherwise provided.

             17.        Severability.  The provisions of this Agreement shall bedeemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or unenforceability of the other provisions hereof.

             IN WITNESS WHEREOF, the parties have executed thisAgreement as of the day and year first above written.
 **HOME FEDERAL SAVINGS BANK**     /s/ Curtis L. Hage   By:Curtis L. Hage   Its:Chairman, President and    Chief Executive Officer       **EMPLOYEE**     /s/ David A. Brown  David A. Brown