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                                  HF FINANCIAL CORP.

                         1996 DIRECTOR RESTRICTED STOCK PLAN


1.  PURPOSE

    The purpose of HF Financial Corp. 1996 Director Restricted Stock Plan (the
"Plan") is to promote the interests of HF Financial Corp., a Delaware
corporation (the "Company") and its Affiliates, by attracting individuals of
outstanding ability to serve as Outside Directors of the Company, to encourage
their continued membership on the Board by providing the opportunity to own
stock and realize stock appreciation and to enhance the Company's financial
performance by linking director compensation to that performance.

2.  DEFINITIONS

    Wherever used in the Plan, the following terms have the meanings set forth
below:

    2.1  "Affiliate" means any corporation that is a parent corporation or
subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f) of the Code, or any successor provision.

    2.2  "Annual Retainer" means $13,000, the fixed annual fee of an Outside
Director adjusted by the increase, if any, in the Consumer Price Index for North
Central Urban Consumers as of the twelve month period ending the April 30
preceding the Company's fiscal year end, to adjust the Annual Retainer for the
fiscal year beginning the following July 1.  The Annual Retainer does not
include meeting or chairmanship fees.

    2.3  "Award" means a grant made under this Plan in the form of Restricted
Stock.

    2.4  "Board" means the Board of Directors of the Company.

    2.5  "Change in Control" means

         2.5.1   acquisition by any individual, entity or group (within the
    meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
    1934, as amended (the "Exchange Act") of 30% or more of either

         (a)  the then outstanding Stock or

         (b)  the combined voting power of the then outstanding voting
         securities of the Company entitled to vote generally in the election
         of directors; provided, however, that the following acquisitions shall
         not constitute a Change of Control:




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                 (i)    any acquisition directly from the Company.

                 (ii)   any acquisition by the Company or any Affiliate.

                 (iii)  any acquisition by any employee benefit plan or trust
                 sponsored by the Company or an Affiliate, or

                 (iv)   any acquisition by any corporation with respect to
                 which, following such acquisition, more than 55% of the Stock
                 or combined voting power of Stock and other voting securities
                 of the Company is beneficially owned by substantially all of
                 the individuals and entities who were beneficial owners of
                 Stock and other voting securities of the Company immediately
                 prior to the acquisition in substantially similar proportions
                 immediately before and after such acquisition; or

         2.5.2   individuals who, as of the Effective Date of this Plan,
    constitute the Board (the "Incumbent Board"), cease to constitute at least
    a majority of the Board.  Individuals nominated by the Incumbent Board and
    subsequently elected shall be deemed for this purpose to be members of the
    Incumbent Board; or

         2.5.3   approval by the shareholders of the Company of a
    reorganization, merger, consolidation, liquidation, dissolution, sale or
    statutory exchange of Stock which changes the beneficial ownership of Stock
    and other voting securities so that after the corporate change the
    immediately previous owners of 55% of Stock and other voting securities do
    not own 55% of the Company's Stock and other voting securities either
    legally or beneficially.

A "Change in Control" shall not be deemed to occur with respect to a Participant
if the acquisition of a 30% or greater interest is by a group that includes the
Participant, nor shall it be deemed to occur if at least 40% of the Stock and
other voting securities owned before the occurrence are beneficially owned
subsequent to the occurrence by a group that includes the Participant.

    2.6  "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations promulgated thereunder.

    2.7  "Committee" means a committee of the Board of Directors of the Company
designated by the Board to administer the Plan and composed of not less than two
directors.  The Committee may include Outside Directors and may also be known as
the Compensation Committee.


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    2.8   "Outside Director" means a member of the Company's Board who is not
an employee of the Company or any Affiliate.

    2.9   "Restricted Stock" means Stock granted under this Plan so long as
such stock remains subject to one or more restrictions.

    2.10  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934.

    2.11  "Stock" means the Common Stock, $.01 par value, of the Company.

    2.12  "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns 50% or
more of the voting stock in one of the other corporations in such chain.

    2.13  "Term" means the period during which the restrictions placed on
Restricted Stock are in effect.

3.  ADMINISTRATION

    3.1   The Plan shall be administered by the Committee, which shall have
full power, subject to the provisions and restrictions of the Plan, to construe
and interpret the Plan, establish rules and regulations with respect to the Plan
and Restricted Stock granted hereunder, and perform all other acts, including
the delegation of administrative responsibilities, that it believes reasonable
and necessary.

    3.2   The Board or Committee may correct any defect, supply any omission,
or reconcile any inconsistency in the Plan or in any Award granted hereunder in
the manner and to the extent it shall deem necessary or desirable to carry out
the terms of the Plan.

    3.3   Any decision made or action taken by the Committee arising out of or
in connection with the interpretation and administration of the Plan shall be
final, conclusive and binding upon all Award recipients.

    3.4   Notwithstanding any contrary provisions of this Plan, the granting,
terms, conditions and eligibility requirements of and for Awards granted to
Outside Directors are governed solely by the provisions of the Plan.  The
Committee shall have no discretion with respect to the granting of such Awards
and may not alter or amend any terms, conditions, or eligibility requirement of
such Awards to Outside Directors.

    3.5   The Plan and all Awards granted pursuant to it shall be administered
so as to permit the Plan and Awards to comply with Rule 16b.3.  If any provision
of the Plan or of an


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Award would frustrate or conflict with such compliance, the provision shall be
interpreted to avoid a conflict and deemed void as to Participants then subject
to the reporting requirements of Section 16 of the Exchange Act to the extent
permitted by law.

    3.6   To the full extent permitted by law, each former or current member
of the Committee and each person to whom the Committee delegates authority under
this Plan shall be entitled to indemnification by the Company against  and from
any loss, liability, judgment, damage, cost and reasonable expense incurred with
respect to duties and authority granted to him/her under the Plan.

4.  SHARES SUBJECT TO THE PLAN

    4.1   NUMBER.  The total number of shares of Stock reserved for issuance
under the Plan is 50,000.  Such shares shall consist of authorized but unissued
Stock.  If any Restricted Stock Award under the Plan is forfeited for any reason
before all restrictions on such Restricted Stock lapse, such Stock may again be
used in new Awards of Restricted Stock under the Plan.

    4.2   CHANGES IN CAPITALIZATION.  In the event of any change in the
outstanding shares of Stock of the Company by reason of any stock dividend,
split, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, or rights offering to purchase stock at a price
substantially below fair market value, or other similar corporate change, the
aggregate number of shares of Stock which may be awarded and the purchase price
per share thereof, shall be appropriately adjusted by the Committee, consistent
with such change and in such manner as the Committee, in its sole discretion,
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to or available for Outside Directors.

5.  ELIGIBLE PARTICIPANTS

    Restricted Stock Awards may be granted only to Outside Directors.  All
Awards shall be automatically granted in accordance with the terms set forth in
Section 6 hereof.

6.  AUTOMATIC GRANT OF RESTRICTED STOCK AND TERMS OF AWARD


    6.1   The Company, pursuant to the Plan, will automatically award
Restricted Stock to Outside Directors strictly in accordance with the following
provisions:

          6.1.1    Each year on the first day of the Company's fiscal year,
    each Outside Director who is serving the Company as a Director shall
    automatically be granted a Restricted Stock Award.  The number of shares of
    Restricted Stock in the Award shall be determined under the following
    formula:  the Annual Retainer divided by the Fair Market Value (as
    determined under Section 7) of one share of Stock on


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    the date of the Award.  Notwithstanding the preceding sentence, in no event
    shall any fraction of a share of Stock be granted; fractional shares will
    be rounded to the nearest whole share.

          6.1.2    Any new Outside Director elected in subsequent years, shall
    retroactively receive a Restricted Stock Award as of the first day of the
    Company's fiscal year in which they are first elected, with the number of
    shares of Stock determined under the formula set forth in Section 6.1.1
    above.

          6.1.3    Neither the Committee nor any person shall have any
    discretion to select which Outside Directors shall be granted Awards or to
    determine the number of shares to be covered by Awards.

    6.2   TERMS OF AWARD.  The terms and conditions of an Award granted
hereunder are as follows:

          6.2.1    Restricted Stock shall be awarded in the form of Stock
    registered in the name of the Participant but held by the Company until the
    end of the Term of the Award.

          6.2.2    Until the Term of the Award has expired, the Participant
    shall be entitled to all voting, dividend and distribution rights with
    respect to such Stock (except that dividends in Stock and shares issued
    upon Stock splits shall be deemed to constitute additional Restricted Stock
    to be held by the Company pursuant to this Plan.)  If the Outside Director
    ceases to be a director of the Company before the restrictions on the
    Restricted Stock lapse pursuant to this Section 6.2, the Restricted Stock
    issued to the Outside Director shall be forfeited and revert to the
    Company.

          6.2.3    The Restricted Stock awarded under the Plan may not be
    assigned, sold, pledged, hypothecated or otherwise transferred or disposed
    of (including transfer by gift or donation) except that such restrictions
    shall lapse and the Term of the Award shall expire upon the first to occur
    of the following events, but only if that event occurs no earlier than one
    year following the effective date of the Award:

          (a) death, or resignation or removal of the Outside Director from
          the Board as a result of his/her Total and Permanent Disability.
          "Total and Permanent Disability" shall mean a mental or physical
          condition of the Outside Director which renders him or her unable to
          perform the functions of a director, as determined by a licensed
          physician;

          (b) retirement of the Outside Director from the Board in
          accordance with the policies of the Company then in effect for
          Outside Directors;


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          (c) acceptance by the Board of the offer of the Outside Director
          to resign from the Board in accordance with the policies of the
          Company then in effect after a material change in such Outside
          Director's full-time position or responsibilities;

          (d) termination of service as a director with the consent of a
          majority of the members of the Board other than the terminating
          Outside Director; or

          (e) a Change in Control.

7.  FAIR MARKET VALUE

    The "fair market value" of the Restricted Stock shall be determined as
follows:

          (a) if the Stock of the Company is listed or admitted to unlisted
          trading privileges on a national securities exchange, the fair
          market value on any given day shall be the closing sale price for
          the Stock, or if no sale is made on such day, the closing bid price
          for such day on such exchange;

          (b) if the Stock is not listed or admitted to unlisted trading
          privileges on a national securities exchange, the fair market value
          on any given day shall be the closing sale price for the Stock as
          reported on the NASDAQ National Market System on such day, or if no
          sale is made on such day, the closing bid price for such day as
          entered by a market maker for the Stock;

          (c) if the Stock is not listed on a national securities exchange,
          is not admitted to unlisted trading privileges on any such exchange,
          and is not eligible for inclusion in the NASDAQ National Market
          System, the fair market value on any given day shall be the average
          of the closing representative bid and asked prices as reported on
          the NASDAQ System, and if not reported on such system, then as
          reported by the National Quotation Bureau, Inc. or such other
          publicly available compilation of the bid and asked prices of the
          Stock in any over-the-counter market on which the Stock is traded;
          or

          (d) if there exists no public trading market for the Stock, the
          fair market value on any given day shall be an amount determined in
          good faith by the Board in such manner as it may reasonably
          determine in its discretion, provided that such amount shall not be
          less than the book value per share as reasonably determined by the
          Board as of the date of determination or less than the par value of
          the Stock.


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No Outside Director shall participate in the Board's action in determining the
fair market value of the Restricted Stock.

8.  INVESTMENT PURPOSES

    Unless a registration statement under the Securities Act of 1933 is in
effect with respect to Stock to be granted under the Plan, the Company shall
require that an Outside Director agree with and represent to the Company in
writing that he or she is acquiring such shares of Stock for the purpose of
investment and with no present intention to transfer, sell or otherwise dispose
of such shares of Stock other than by transfers which may occur by will or by
the laws of descent and distribution, and no shares of Stock may be transferred
unless, in the opinion of counsel to the Company, such transfer would be in
compliance with applicable securities laws.  In addition, unless a registration
statement under the Securities Act of 1933 is in effect with respect to the
Stock to be purchased under the Plan, each certificate representing any shares
of Stock issued to an Outside Director hereunder shall have endorsed thereon a
legend in substantially the following form:

    THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION
    UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND WITHOUT
    REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON
    EXEMPTION(S) CONTAINED THEREIN.  NO TRANSFER OF THESE SHARES OR ANY
    INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO EFFECTIVE REGISTRATION
    STATEMENTS UNDER SUCH LAWS UNLESS THE COMPANY HAS RECEIVED AN OPINION OF
    COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER OR DISPOSITION DOES NOT
    REQUIRE REGISTRATION UNDER SUCH LAWS AND, FOR ANY SALES UNDER RULE 144 OF
    THE ACT, SUCH EVIDENCE AS IT SHALL REQUEST FOR COMPLIANCE WITH THAT RULE,
    OR APPLICABLE STATE SECURITIES LAWS.

9.  AMENDMENT AND TERMINATION OF PLAN

    9.1   The Board may at any time and from time to time suspend or terminate
the Plan in whole or in part or amend it from time to time in such respects as
may be in the best interests of the Company and in accordance with the
limitations contained in the Plan; provided, however, that no such amendment
shall be made without the approval of the shareholders if it would:  (a)
materially modify the eligibility requirements for Participants as set forth in
Section 5 hereof; (b) increase the maximum aggregate number of shares of Stock
which may be issued except in accordance with Section 4.2 hereof; (c) reduce the
minimum price per share as set forth in Section 7 hereof, except in accordance
with Section 4.2 hereof; (d) extend the period of granting Awards; or (e)
materially increase in any other way the benefits accruing to Outside Directors.


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    9.2   No amendment, suspension or termination of this Plan shall, without
the Outside Director's consent, alter or impair any of the rights or obligations
under any Award theretofore granted to him or her under the Plan.

    9.3   The Board shall not amend the Plan more than once every six months
with respect to the provisions of the Plan relating to the amount, price, and
timing of Awards other than to comply with changes in the Code.

    9.4   In the event of the proposed dissolution or liquidation of the
Company, each Award will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board.  The Board may, in the
exercise of its sole discretion in such instance, declare that any Award shall
lapse as of a date fixed by the Board and give each Outside Director
unrestricted rights to his/her Stock.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation and the transaction is not a Change in Control,
the Restricted Stock shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation.

10. MISCELLANEOUS PROVISIONS

    10.1  NO RIGHT TO CONTINUED MEMBERSHIP ON BOARD.  The grant of an Award
under the Plan shall not be construed as giving an Outside Director the right to
continued service as a Director of the Company.

    10.2  GOVERNING LAW.  The Plan shall be administered in the State of South
Dakota, however, the validity, construction, interpretation, and administration
of the Plan and all rights relating to the Plan shall be determined solely in
accordance with the laws of the State of Delaware unless controlled by
applicable federal law, if any.

11. EFFECTIVE DATE

    The effective date of the Plan is January 1, 1997 provided that the Plan is
approved and ratified by the shareholders no later than June 30, 1997.  No Award
may be granted after January 1, 2007; provided, however, that all outstanding
Awards shall remain in effect until the restrictions on Restricted Stock have
expired or been canceled.


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                                  HF FINANCIAL CORP.
                         1996 DIRECTOR RESTRICTED STOCK PLAN

                                   AMENDMENT NO. 1


    Pursuant to the authority retained in Article 9.1 of the HF Financial Corp.
1996 Director Restricted Stock Plan (the "Plan") to amend the Plan, and pursuant
to the Board of Director's delegation of the authority to amend the Plan to the
Personnel, Compensation & Benefits Committee, the Plan is hereby amended as
follows:

    Section 6.1 shall be amended by adding a new subsection 6.1.4 to read as
follows:

          6.1.4    The first Restricted Stock Awards shall be automatically
    granted on January 1, 1997 to each Outside Director serving the Company as
    of that date.  For that partial fiscal year of the Company the number of
    shares of restricted stock in the Award shall be determined by applying the
    formula set forth in subsection 6.1.1 and dividing the resulting number of
    shares by two.  These Restricted Stock Awards shall apply to the period
    January 1 through June 30, 1997.  Fractional shares will be rounded to the
    nearest whole share.

    This Amendment shall be effective as of January 1, 1997.


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                             By /s/ Curtis L. Hage
                                -----------------------------
                                Curtis L. Hage
                               Chairman, President and Chief Executive Officer