EXHIBIT 10.7




                            HFB Financial Corporation

                   2000 Long-Term Incentive Compensation Plan

<PAGE>






                                    Article 1
                                     GENERAL

         1.1 Establishment,  Purpose. HFB Financial  Corporation has established
this  2000  Long-Term  Incentive  Compensation  Plan to  promote  the  Company's
long-term growth and profitability. To these ends, this Plan enables the Company
to provide  eligible persons with incentives to improve  stockholder  value, and
thereby  to  attract,  retain,  and  motivate  the best  available  persons  for
positions of substantial responsibility.

         1.2 Defined  Terms.  Capitalized  terms used  herein and not  otherwise
defined herein shall have the meanings given to such terms in Appendix A hereto.


         1.3 Types of Awards. Awards may be made in the form of:


             Section 2.3  Options,   which  provide   Participants   with  the
                          long-term   right to purchase Shares.


             Section 2.4 Equity  Units,  which provide  Participants  with a
                         right to  receive  the  appreciation  on  Common  Stock
                         between the award date and the exercise date.


             Section 2.6 Restricted Shares,  which provide Participants with
                         a  short-term  right to  purchase  or  receive  Shares,
                         subject to certain restrictions.


             Section 2.7 Deferred Shares,  which provide  Participants  with
                         the opportunity to defer  compensation  with respect to
                         vested Awards.


             Section 2.8 Other Stock-Based Awards.


         1.4 Persons Eligible for Awards.

                   1.4.1 General Rule. All Directors, Employees, and Consultants
are eligible for Awards, but Awards are granted by the Committee in its absolute
discretion.

                   1.4.2 No Employment  Rights.  This Plan shall not confer upon
any Participant any right to continue in an employment,  service,  or consulting
relationship  with the Company,  nor shall it affect in any way a  Participant's
right or the Company's  right to terminate his or her  employment,  service,  or
consulting relationship at any time, with or without Just Cause.

         1.5 Administration.

                   1.5.1 General.  This Plan shall be  administered by the Board
until the Board shall appoint the members of the  Committee  pursuant to Section
1.5.2 below;  thereafter,  it shall be  administered  by the Committee,  but the
Board may act in lieu of the  Committee  on any matter  within  the  Committee's
discretion  or  authority  and may  eliminate  the  Committee at any time in its
discretion.

                                       1
<PAGE>


                   1.5.2  Committee  Members.  If created,  the Committee  shall
consist of not less than two  Directors.  The members of the Committee  shall be
appointed  by, and serve at the pleasure of, the Board.  To the extent  required
for transactions  under this Plan to qualify for the exemptions  available under
Rule 16b-3,  all actions  relating to Awards to persons subject to Section 16 of
the  Securities Act shall be taken by the Board unless each person who serves on
the Committee is a "non-employee  director"  within the meaning of Rule 16b-3 or
such  actions  are taken by a  sub-committee  of the  Committee  (or the  Board)
comprised solely of "non-employee directors." Furthermore,  all actions relating
to Awards to Named  Executives shall be made by a sub-committee of the Committee
(or the Board)  comprised  solely of "outside  directors"  within the meaning of
Section 162(m) of the Code.

                   1.5.3 Powers of the  Committee.  Subject to the provisions of
this Plan,  the Committee  shall have full  authority and discretion to take any
actions that it may deem necessary or advisable for the  administration  of this
Plan, including (a) making Awards and documenting them through Award Agreements,
(b)  determining  the Fair Market  Value of the Common  Stock,  (c)  prescribing
administrative forms to be used under this Plan, (d) construing and interpreting
the  terms of this  Plan and any  Award  Agreements;  (e)  modifying  Awards  to
Participants who are foreign  nationals or employed outside of the United States
in order to recognize differences in local law, tax policies or customs; and (f)
requiring that stock certificates evidencing Shares issued pursuant to this Plan
bear a legend setting forth applicable restrictions on transferability.

                   1.5.4  Committee  Action.  Actions of the Committee  shall be
taken by a vote of a  majority  of its  members.  Any  action  may be taken by a
written instrument signed by a majority of the Committee members,  and action so
taken  shall  be  fully  as  effective  as if it had  been  taken by a vote at a
meeting.

                   1.5.5 Committee  Determinations  Final. The  determination of
the Committee on all matters  relating to this Plan or any Award Agreement shall
be final, binding and conclusive.

                   1.5.6 No  Liability  of  Committee  Member.  No member of the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to this Plan or any Award.

         1.6 Shares Available for Awards. The maximum aggregate number of shares
of the  Company's  Common  Stock  which may be  transferred  pursuant  to Awards
granted under this Plan shall not exceed 65,000 Shares. Shares may be authorized
but  unissued  Common  Stock,  authorized  and issued  Common  Stock held in the
Company's  treasury,  Common  Stock  acquired by the Company for the purposes of
this Plan, or Common Stock held in a grantor trust established by the Company.

         1.7 Adjustments for Changes in Capitalization.  Subject to any required
action by the  Company's  stockholders,  the  number of Shares  covered  by each

                                       2
<PAGE>

outstanding  Award,  the number of Shares  available  for Awards,  the number of
Shares that may be subject to Awards to any one  Participant,  and the price per
Share covered by each such outstanding Award shall be  proportionately  adjusted
for any  increase or decrease in the number of issued  Shares  resulting  from a
stock   split,   reverse   stock   split,   stock   dividend,   combination   or
reclassification  of Common  Stock,  or any other  increase  or  decrease in the
number of issued Shares effected without receipt of consideration by the Company
other than the conversion of any convertible securities.  Such adjustments shall
be made by the Committee,  whose  determination  in that respect shall be final.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of Shares  subject to an Award.  After any  adjustment  made
pursuant to this Section 1.7, the number of Shares  subject to each  outstanding
Award shall be rounded to the nearest whole number.

         1.8  No  Limit  on  Shares  Subject  to  Award.  Any  Award  made  to a
Participant during the term of this Plan may be granted with respect to a number
of Shares up to the full number of Shares available for Awards under this Plan.

                                   Article 2
                                     AWARDS

         2.1 Agreements  Evidencing  Awards.  Each Award granted under this Plan
(except an Award of  unrestricted  stock) shall be evidenced by a written  Award
Agreement,  which  shall  contain  such  provisions  as  the  Committee  in  its
discretion  deems  necessary  or  desirable,  including,  (a) the  Participant's
acknowledgement  that such Shares are acquired for investment purposes only, (b)
a  right  of  first  refusal  exercisable  by  the  Company,  (c) a  call  right
exercisable  by the Company,  and (d) a provision  allowing the  Participant  to
designate  a  beneficiary  to his or her  interest  in any Award and the  Shares
granted by the Award. By accepting an Award pursuant to this Plan, a Participant
agrees  that the Award  shall be subject to all of the terms and  provisions  of
this Plan and the applicable Award Agreement.

         2.2 Acquiring  Stockholder  Rights. A Participant shall not have any of
the rights of a Company  stockholder  with respect to Shares subject to an Award
until such  person has been issued a stock  certificate  by the Company for such
Shares.

         2.3 Option Awards.  The Committee may grant Incentive Stock Options and
Non-Qualified  Stock  Options to purchase  Shares in such amounts and subject to
such terms and  conditions,  as the Committee shall determine in its discretion,
subject to the provisions of this Plan. ISOs may only be granted to a person who
is an Employee on the date of grant.

                   2.3.1  ISO  $100,000  Limitation.  To  the  extent  that  the
aggregate  Fair Market Value of Shares with respect to which Options  designated
as ISOs are  exercisable  for the first time by an Optionee  during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000,  such excess Options shall be treated as NQSOs. For this purpose, ISOs

                                       3
<PAGE>

shall be taken into  account in the order in which  they were  granted,  and the
Fair Market Value of the Shares  subject to an ISO shall be determined as of the
date of the Option's grant.

                   2.3.2 Term.  Each Award Agreement shall set forth the periods
during which the Options evidenced  thereby shall be exercisable,  as determined
by the  Committee  in its  discretion.  No ISO (or an  Equity  Unit  granted  in
connection  with an ISO) shall be  exercisable  more than 10 years after date of
grant.  The term of an ISO granted to an Employee who is a Ten Percent Holder on
the grant date shall not exceed 5 years.

                   2.3.3 Exercise Price. Each Award Agreement with respect to an
Option  shall set forth  the  Option  Exercise  Price the  Optionee  must pay to
exercise to the Option.  The Option Exercise Price per Share shall be determined
by the Committee in its discretion, subject to the following special rules:

                     (a)  General  Option  Rules.  In no event  shall the Option
Exercise Price be less than the par value of a Share.


                     (b) ISO Rules.  If an ISO is granted to an Employee  who at
the time of grant is a Ten Percent  Holder,  the per Share Option Exercise Price
shall be no less  than  110% of the Fair  Market  Value per Share on the date of
grant. If an ISO is granted to any other Employee, the per Share Option Exercise
Price shall be no less than 100% of the Fair Market  Value per Share on the date
of grant.

                     (c) NQSO Rules.  If a NQSO is granted  prior to the date on
which the Common Stock becomes a Listed Security,  the per Share Option Exercise
Price shall be no less than (i) 110% of the Fair  Market  Value per Share on the
date of grant if  required by  Applicable  Laws for a grant to a person who is a
Ten Percent  Holder at the time of grant,  and (ii) 85% of the Fair Market Value
per Share on the date of grant but only if  required  by  Applicable  Laws for a
grant to any other eligible person.

                     (d)  Merger  Override.   The   restrictions   presented  in
paragraphs  (b) and (c) above  will not apply to  Options  granted  or  replaced
pursuant to a merger or other Corporate Transaction as described in Sections 4.2
(relating to adjustments upon corporate  dissolution,  merger, and other special
events) and 4.6 (relating to substitution of Options) hereto.

                     (e) Named  Executives.  For  grants on or after the date on
which the Common Stock becomes a Listed Security,  the per share Option Exercise
Price shall be no less than 100% of the Fair  Market  Value on the date of grant
if (i) the  Optionee  is a Named  Executive  at the  time of the  grant  of such
Option,  and  (ii)  the  grant  is  intended  to  qualify  as  performance-based
compensation under Section 162(m) of the Code.

                   2.3.4  Exercise of Option.  Subject to the provisions of this
Article  2,  the  Committee  shall  determine  the  times,  circumstances,   and
conditions under which an Option shall be exercisable, and shall specify this in
the applicable Award Agreement.  Furthermore, once an Option becomes exercisable
it shall remain  exercisable until expiration,  cancellation,  or termination of

                                       4
<PAGE>

the Award.  An Option shall be exercised by the filing of a written  notice with
the Company,  on such form and in such manner as the Committee shall  prescribe.
The number of Shares  thereafter  available under the Option and this Plan shall
be decreased by the number of Shares as to which the Option is exercised.

                   2.3.5  Minimum  Exercise  Requirements.  An  Option  must  be
exercised  for a whole number of Shares.  The  Committee may require in an Award
Agreement that an Option be exercised as to a minimum number of Shares, provided
that such  requirement  shall not prevent an Optionee from  exercising an Option
with  respect  to the full  number  of  Shares  as to which  the  Option is then
exercisable.

                   2.3.6 Methods of Payment upon Exercise. Payment of the Option
Exercise  Price and any applicable  withholding  taxes shall be accompanied by a
properly executed exercise notice, together with such other documentation as the
Committee shall require.  Unless otherwise  provided in an Award Agreement,  the
Company will accept payment of the Option Exercise Price by any of the following
methods:  (a) cash;  (b)  certified  or official  bank check (or the  equivalent
thereof  acceptable  to the Company);  (c) delivery of a promissory  note by the
Optionee with such recourse, interest, security and redemption provisions as the
Committee  determines  to  be  appropriate,  subject  where  applicable  to  the
provisions of Section 153 of the Delaware  General  Corporation Law (relating to
minimum  consideration for stock);  (d) cancellation of Company  indebtedness to
the Participant  exercising the Option; (e) other Shares that have a Fair Market
Value on the date of surrender  equal to the aggregate  Option Exercise Price of
the  Shares as to which  the  Option is  exercised  (but,  in the case of Shares
acquired,  directly or indirectly,  from the Company, such Shares must have been
owned by the Optionee  for more than 6 months on the date of surrender  (or such
other  period as may be required  to avoid the  Company's  incurring  an adverse
accounting charge));  or (f) any combination of the foregoing methods of payment
or, at the  discretion of the  Committee and to the extent  permitted by law, by
such  other  provision  as the  Committee  may from time to time  prescribe.  In
addition, the Committee may provide in an Award Agreement for the payment of the
Option Exercise Price on a cashless basis, by stating in the exercise notice the
number of Shares the Optionee  elects to purchase  pursuant to such exercise (in
which case the Optionee shall receive a number of Shares equal to the number the
Optionee  would have  received  upon such  exercise for cash less such number of
Shares as shall  then have a Fair  Market  Value in the  aggregate  equal to the
Option  Exercise Price due in respect of such  exercise).  The Committee may, in
its  discretion  and for any  reason,  refuse  to  accept a  particular  form of
consideration  (other  than cash or a certified  or official  bank check) at the
time of any Option exercise.

                   2.3.7 Delivery of Shares. Promptly after receiving payment of
the full Option Exercise Price and any Consents that may be required pursuant to
Section 4.7.2 hereto, the Committee shall deliver to the Optionee, a certificate
or certificates  for the Shares for which the Award has been  exercised.  If the
method of payment  employed upon the exercise of the Option so requires,  and if
Applicable  Laws  permit,  an  Optionee  may direct the  Company to deliver  the
certificate(s) to the Optionee's stockbroker.

                                       5
<PAGE>


                   2.3.8 Additional Options. The Committee may in its discretion
include in any Award Agreement with respect to an Option (the "Original Option")
a provision awarding an Additional Option to any Optionee who delivers Shares in
partial or full payment of the Option Exercise Price of the Original Option. The
Additional  Option shall be for a number of Shares equal to the number of Shares
so delivered, shall have an Option Exercise Price equal to the Fair Market Value
of a Share on the date of exercise  of the  Original  Option,  and shall have an
expiration date no later than the expiration date of the Original Option. In the
event that an Award  Agreement  provides for the grant of an Additional  Option,
such Agreement shall also provide that the Option Exercise Price of the Original
Option  be no less than the Fair  Market  Value of a Share on its date of grant,
and that any Shares that are delivered  pursuant to Section  2.3.6(e)  hereto in
payment  of such  Option  Exercise  Price  shall  have  been held for at least 6
months.

                   2.3.9  Reverse  Vesting.  The  Committee  may  allow,  at its
discretion,  for a Participant  to exercise  unvested  Options in which case the
Shares issued  pursuant to Section 2.3.7 shall be for  Restricted  Shares having
the same vesting  restrictions as the unvested Options. A Participant wishing to
exercise unvested Options for Restricted Shares shall petition the Committee via
written instrument specifying the number of unvested Options he or she wishes to
exchange  for  Restricted  Shares.  The  Committee  will  thereafter  notify the
Participant of its decision within 30 days.

                   2.3.10 Buyout Provisions. The Committee may at any time offer
to buy out for a payment  in cash or Shares  an Option  based on such  terms and
conditions as the Committee  shall  establish and communicate to the Optionee at
the time that such offer is made.

         2.4 Equity Units.

                   2.4.1  Grants.  The  Committee  may  grant  Equity  Units  to
Participants,  in such amounts and subject to such terms and conditions,  as the
Committee shall  determine in its discretion,  subject to the provisions of this
Plan.  Equity Units may be granted in connection with Options or  independently,
but an Equity Unit granted in connection  with an ISO only may be granted at the
same time the ISO is granted.

                   2.4.2 Pricing Limits. The pricing restrictions  applicable to
Options under Section 2.3 shall also apply to the exercise price of Equity Units
granted under this Plan.

                   2.4.3  Exercise of Equity Units.  Unless the Award  Agreement
otherwise  provides,  an Equity Unit related to an Option will be exercisable at
such time or times,  and to the extent,  that the related Option is exercisable.
An Equity  Unit  granted  independent  of any other  Award  will be  exercisable
pursuant to the terms of the Award Agreement granting the Equity Unit.

                   2.4.4 Effect on Available Shares.  Unless the Award Agreement
otherwise  provides,  upon the exercise of an Option in connection with which an
Equity Unit has been  granted,  the number of Shares  subject to the Equity Unit
shall be  correspondingly  reduced by the number of Shares with respect to which
the Option is exercised.

                                       6
<PAGE>


                   2.4.5  Calculation  of Payment  Amount.  Unless the Committee
otherwise provides,  upon exercise of an Equity Unit and the attendant surrender
of an exercisable portion of any related Award, the Participant will be entitled
to receive payment of an amount equal to (a) the excess of the Fair Market Value
of a Share on the date of  exercise  of the  Equity  Unit over (b) the  exercise
price of such  right as set forth in the  Award  Agreement  (or over the  Option
Exercise  Price if the Equity  Unit is granted in  connection  with an  Option),
multiplied  by (c) the number of Shares with respect to which the Equity Unit is
exercised.

                   2.4.6  Form  and  Terms of  Payment.  The  Committee,  in its
discretion,  will determine  whether to pay the amount  determined under Section
2.4.5 hereto,  solely in cash,  solely in Shares (valued at Fair Market Value on
the date of exercise of the Equity Unit), or partly in such Shares and partly in
cash,  subject to such other terms and conditions as the Committee may impose in
the Award Agreement.

                   2.4.7 Limited Stock  Appreciation  Rights.  The Committee may
grant Equity Units exercisable only on or in respect of a Corporate Transaction,
Change of Control,  or any other specified event.  Such limited Equity Units may
relate to or operate in tandem or combination  with or substitution for Options,
or other Equity Units or on a stand-alone  basis,  and may be payable in cash or
Shares based on the spread between the exercise price of such right as set forth
in the Award  Agreement (or Option  Exercise Price if the Equity Unit is granted
in  connection  with an the Option to which the Equity Unit relates) and a price
based on or equal to the Fair  Market  Value of the  Shares  granted  under such
Option during a specified period or a price related to consideration  payable to
stockholders generally in connection with the event.

         2.5 Termination of Director, Employment or Consultant Relationship.

                   2.5.1  Committee  Determinations.  The  Committee  may in its
discretion  determine  (a) whether any leave of absence  (including a disability
absence) constitutes a termination of Continuous Service, and (b) the impact, if
any,  of any such leave of absence on Awards  theretofore  made under this Plan.
The Committee  shall have the right to determine  whether the  termination  of a
Participant's  service to the Company is a dismissal for Just Cause and the date
of termination in such case, which date the Committee may retroactively  deem to
be the date of the action that is cause for dismissal.

                   2.5.2  Effect of  Termination  on Options  and Equity  Units.
Except  to the  extent  otherwise  provided  in  this  Section  2.5.2  or in the
applicable  Award  Agreement,  Options  or Equity  Units  shall  terminate  upon
termination of the  Participant's  Continuous  Service for any reason (including
death). To the extent that the Participant is not entitled to exercise an Option
or  Equity  Unit at his or her  termination  of  Continuous  Service,  or if the
Participant  does not  exercise  the  Option  or  Equity  Unit  within  the time
specified in the Award Agreement or as set forth directly below, the Award shall
terminate. Except as otherwise provided in an Award Agreement:

                                       7
<PAGE>


                     (a)  Termination  other  than for  Disability,  Retirement,
Death or Just Cause. If a Participant's  Continuous  Service  terminates for any
reason, other than disability,  retirement, death or Just Cause, the Participant
may  exercise  any  Option  or  Equity  Unit  within  3  months  following  such
termination  to the  extent the  Participant  was  entitled  to  exercise  it at
termination.

                     (b)  Disability.  If  a  Participant's  Continuous  Service
terminates as a result of his or her  disability  (within the meaning of Section
22(e)(3)  of the  Code,  or as  otherwise  recognized  by the  Committee  in its
discretion),  the  Participant may exercise an Option or Equity Unit at any time
within 1 year following such termination, but only to the extent the Participant
was entitled to exercise the Option or Equity Unit at termination.

                     (c) Retirement. If a Participant retires after age 65 under
a Company  retirement  plan (as determined by the  Committee),  the  Participant
shall have the right to exercise  the Option or Equity Unit at any time within 3
months after termination of Continuous  Service to the Company,  but only to the
extent the  Participant  was  entitled to exercise  the Option or Equity Unit at
termination.

                     (d) Death. If a Participant  dies while an Option or Equity
Unit  remains  exercisable,  the Option or Equity Unit may be  exercised  by the
Participant's  estate or by a person  who  acquired  the right to  exercise  the
Option or Equity  Unit by  bequest  or  inheritance  at any time  within 2 years
following the  Participant's  death,  but only to the extent the Participant was
entitled to exercise the Option or Equity Unit at the time of his or her death.

                     (e)  Just  Cause.  If the  Committee  determines  that  the
Participant's Continuous Service terminated due to Just Cause, the Participant's
Option or Equity Unit shall lapse  immediately and the Participant  shall return
to the Company any payments received under dividend equivalent rights,  pursuant
to Section 2.10 hereto, extending back to the date the Committee determines that
Just Cause existed.

         2.6 Restricted Stock Awards.

                   2.6.1 Awards.  The Committee may award  Restricted  Shares to
Participants,  in such amounts,  and subject to such terms and conditions as the
Committee shall  determine in its discretion,  subject to the provisions of this
Plan. The purchase  price,  if any, of Restricted  Shares shall be determined by
the Committee.  A Participant  shall have no rights with respect to a Restricted
Stock Award unless the Participant  accepts the Award within the time period the
Committee specifies by executing the Award Agreement prescribed by the Committee
and, if applicable,  pays the purchase  price for the  Restricted  Shares by any
method that is both listed in Section 2.3.6 and is acceptable to the Company.

                   2.6.2  Issuance  of Award.  The  Company  shall  issue in the
Participant's  name a certificate or certificates for the appropriate  number of
Shares upon the

                                       8
<PAGE>

Participant's  exercise of the  Restricted  Stock Award pursuant to the terms of
the applicable Award Agreement and this Plan.

                   2.6.3 Plan and Regulatory Exceptions.  Any certificate issued
evidencing  Restricted  Shares shall remain in the  Company's  possession  until
those Shares are free of  restrictions,  except as otherwise  determined  by the
Committee.

                   2.6.4  Deferral  Elections.  More  than 12  months  before  a
Participant's  Restricted  Shares  vest,  the  Participant  may elect,  with the
Committee's  consent,  to exchange  Restricted Shares for an equivalent Deferred
Share Award under Section 2.7 hereto; provided that elections may be made within
12 months of vesting if the Participant waives the right to 2% of the Shares.

         2.7 Deferred Shares.

                   2.7.1  Deferral  Elections.  The  Committee  may  permit  any
Director,  Consultant,  or Employee to irrevocably  elect to receive the credits
described  in Section  2.7.2 below in lieu of Director  fees,  salary,  or other
income from the Company that the Participant earns after the election;  provided
that  Employees  will  only be  permitted  to  make  deferral  elections  if the
Committee  determines they are members of a select group of management or highly
compensated  employees  (within the meaning of the  Employee  Retirement  Income
Security Act of 1974).

                   2.7.2  Deferred  Share  Credits and  Earnings.  The Committee
shall  establish  an internal  Plan  account for each  Participant  who makes an
election  under  Section  2.7.1  hereto.  At the  end of each  calendar  quarter
thereafter,  the Committee shall credit the Participant's  account with a number
of  Deferred  Shares  having  a Fair  Market  Value  on that  date  equal to the
compensation deferred during the quarter, and any cash dividends paid during the
quarter on Deferred Shares previously credited to the Participant's account. The
Committee shall hold each  Participant's  Deferred Shares until  distribution is
required pursuant to Section 2.7.4 hereto.

                   2.7.3 Rights to Deferred Shares.  A Participant  shall at all
times  be  100%  vested  in his or her  right  to any  Deferred  Shares  and any
associated cash earnings.  A Participant's right to Deferred Shares shall at all
times  constitute  an  unsecured  promise of the Company to pay benefits as they
come due.

                   2.7.4  Distributions  of Deferred  Shares and  Earnings.  The
Committee shall  distribute a  Participant's  Deferred Shares in 5 substantially
equal annual  installments in real Shares  commencing as of the first day of the
calendar year beginning after the Participant's  Continuous Service  terminates,
provided that the Committee will honor a  Participant's  election of a different
time and manner of  distribution  if the election is made on a form  approved by
the  Committee  more  than 90 days  before a Change of  Control  or more than 12
months before the Participant's  Continuous  Service  terminates (or within such
periods if the  Participant  waives  the right to receive 2% of the Shares  that
would otherwise be distributed). Fractional shares shall not be distributed, and
instead shall be paid out in cash.


                                       9
<PAGE>


                   2.7.5 Hardship  Withdrawals.  A Participant  may apply to the
Committee  for an  immediate  distribution  of all  or a  portion  of his or her
Deferred  Shares on account of hardship.  The hardship must result from a sudden
and unexpected  illness or accident of the  Participant  or dependent,  casualty
loss of  property,  or  other  similar  conditions  beyond  the  control  of the
Participant.  School expenses or residence purchases,  for example,  will not be
considered  hardships.  Distributions  will not be made to the extent a hardship
could be relieved  through  insurance  or by  liquidation  of the  Participant's
nonessential  assets. The amount of any distribution  hereunder shall be limited
to the amount necessary to relieve the  Participant's  financial  hardship.  The
determination of whether a Participant has a qualifying  hardship and the amount
to be distributed, if any, shall be made by the Committee in its discretion. The
Committee  may require  evidence of the purpose and amount of the need,  and may
establish such application or other procedures as it deems appropriate.

         2.8 Other  Stock-Based  Awards.  The Board  may  authorize  stock-based
Awards other than those specified in Sections 2.3 (Options), 2.4 (Equity Units),
2.6 (Restricted  Stock Awards) and 2.7 (Deferred  Shares) hereto  (including the
grant of unrestricted  shares or cash Awards),  which the Committee may grant to
Participants,  and in such amounts and subject to such terms and conditions,  as
the Committee shall determine,  subject to the provisions of this Plan. Examples
of types of Awards not  specified  in this Plan  include  Stock Unit  Awards and
Performance Share Awards.

         2.9 Non-Transferability.

                   2.9.1  General.  Except as set forth in Section  2.9.3 below,
Awards  may  not be  sold,  pledged,  assigned,  hypothecated,  transferred,  or
otherwise encumbered or disposed of other than by will or by the laws of descent
or  distribution,  and  except  as  specifically  provided  in this  Plan or the
applicable Award Agreement.  Furthermore,  unless the applicable Award Agreement
provides  otherwise,  additional  Shares or other  property  distributed  to the
Participant in respect of Awards, as dividends or otherwise, shall be subject to
the same  restrictions  applicable  to such  Award.  An Award may be  exercised,
during the lifetime of the Participant, only by such Participant or a transferee
permitted by Section 2.9.3 below.

                   2.9.2 Special Rule for  Beneficiaries.  The  designation of a
beneficiary by a Participant will not constitute a transfer.

                   2.9.3 Limited Transferability Rights.

                     (a) Awards Other than ISOs. Unless otherwise provided in an
Award Agreement, any Participant may transfer Awards (other than ISOs) either by
gift to Immediate  Family,  or by instrument  to an inter vivos or  testamentary
trust in which the Awards (other than ISOs) are to be passed,  upon the death of
the grantor, to beneficiaries who are Immediate Family (or otherwise approved by
the  Committee);  in all  cases  subject  to such  terms and  conditions  as the
Committee deems appropriate.

                                       10
<PAGE>


                     (b) ISOs. ISOs are transferable only by will or by the laws
of descent and distribution,  and during the Participant's lifetime, may only be
exercised by the Participant.


         2.10 Grant of  Dividend  Equivalent  Rights.  The  Committee  may award
dividend equivalent rights entitling the Participant to receive amounts equal to
the ordinary  dividends  that would be paid on Shares  subject to an unexercised
Award and as if such Shares were then outstanding. In the event such a provision
is included in an Award  Agreement,  the Committee shall determine  whether such
payments  shall be made in cash,  in Shares,  or in another  form,  whether they
shall be  conditioned  upon the exercise of the Award to which they relate,  the
time or times at which they shall be made,  and such other terms and  conditions
as the Committee shall deem appropriate.

                                    Article 3
                                      TAXES

         3.1 Tax Withholding.

3.1.1 General.  As a condition of the transfer of Shares  pursuant to this Plan,
the  Participant  shall make such  arrangements as the Committee may require for
the  satisfaction  of any federal,  state,  local,  or foreign  withholding  tax
obligations  that may  arise in  connection  with an  Award or the  issuance  of
Shares.  The  Company  shall not be  required  to issue any  Shares  until  such
obligations are satisfied.  If the Committee allows the withholding or surrender
of Shares to satisfy a Participant's tax withholding obligations,  the Committee
need not allow  Shares to be  withheld  in an amount  that  exceeds  the minimum
statutory withholding rates, including payroll taxes.

3.1.2 Default Rule. An Employee, in the absence of any other arrangement,  shall
be deemed to have  directed  the Company to withhold or collect  from his or her
compensation an amount  sufficient to satisfy such tax  withholding  obligations
from the next payroll payment  otherwise  payable after the date of the exercise
of an Award.

3.1.3 Cashless  Withholding.  If permitted by the Committee,  a Participant  may
satisfy his or her minimum statutory tax withholding obligations by surrendering
to the  Company  Shares  (which  may be Shares  already  owned or subject to the
Award)  that  have a Fair  Market  Value  equal  to the  amount  required  to be
withheld.

         3.2  Requirement of Notification of Election Under Section 83(b) of the
Code. A  Participant  who elects under  Section  83(b) of the Code to include in
gross income unvested Awards in the year of transfer shall notify the Company of
such election  within 10 days of filing that election with the Internal  Revenue
Service.

         3.3 Requirement of Notification  Upon  Disqualifying  Disposition Under
Section 421(b) of the Code. If a Participant  disposes of Shares issued pursuant
to the exercise of an ISO under the circumstances described in Section 421(b) of
the Code (relating to disqualifying dispositions),  the Participant shall notify
the Company of such disposition within 10 days.


                                       11
<PAGE>

                                   Article 4
                                  MISCELLANEOUS

         4.1 Amendment and Termination of Plan; Modification of Awards.


                   4.1.1  Amendments  to Plan.  The Board may at any time amend,
alter,  suspend,  or  discontinue  this  Plan,  but  no  amendment,  alteration,
suspension or discontinuation  (other than an adjustment pursuant to Section 1.7
hereto) shall be made that would  materially and adversely  affect the rights of
any Participant under any outstanding Award, without his or her written consent.

                   4.1.2  Stockholder  Approval.  Stockholder  approval  of  any
amendment  shall be obtained to the extent  necessary to comply with Section 422
of the Code (relating to ISOs) or other Applicable Laws or regulations.

                   4.1.3  Modification  of Awards.  The  Committee may modify an
Award,  accelerate the rate at which an Award may be exercised,  extend or renew
outstanding  Shares under an Award, or cancel  outstanding Shares under an Award
and  substitute  new  Shares  for  them.  Without  the  written  consent  of the
Participant,  no such change shall materially reduce the Participant's rights or
materially   increase  the  Participant's   obligations  as  determined  by  the
Committee.

         4.2 Adjustments  Upon Corporate  Dissolution,  Merger and Other Special
Transactions.


                   4.2.1 Corporate Transaction; Change of Control.

                     (a) General Rule. In the event of a Corporate  Transaction,
each outstanding  Award may be assumed or an equivalent award may be substituted
by the  Successor  Corporation  or a  parent  or  subsidiary  of  the  Successor
Corporation.  Failing that, each Award shall terminate upon the  consummation of
the  transaction;  provided that, to the extent  outstanding  Awards are neither
being assumed nor replaced with equivalent awards by the Successor Corporation -
(i) such  Awards that are Options or Equity  Units shall  accelerate  and become
exercisable  for the 20-day  period  immediately  prior to  consummation  of the
Corporate  Transaction,  and (ii) all other Awards shall become fully vested and
the  Shares  underlying  the  Awards  shall be  distributed  to the  Participant
immediately before consummation of the Corporate Transaction unless more than 90
days beforehand,  the Participant has executed and delivered to the Committee an
election  directing  that 2% of his or her Shares be forfeited and 98% of his or
her Shares be distributed in installments over a period longer than 10 years and
not  commencing  more than two years after the Corporate  Transaction  (in which
case the Committee shall make distributions in accordance with the Participant's
election).  In each case covered by the preceding sentence, any repurchase right
of the  Company  applicable  to any Shares  shall lapse on  consummation  of the
Corporate  Transaction.  To the  extent  that an Option  or  Equity  Unit is not
exercised prior to consummation of a Corporate Transaction in which the Award is
not  being  assumed  or  substituted,   the  Award  shall  terminate  upon  such
consummation.

                                       12
<PAGE>


                     (b) Special Rule for Termination of Employees. In the event
a  Participant  who holds a  Transferred  Award is  Involuntarily  Terminated in
connection  with,  or within 12 months  following  consummation  of, a Change in
Control,  then any Transferred  Award held by the terminated  Participant at the
time of termination shall accelerate and become exercisable,  and any repurchase
right of the Company  applicable to any Shares shall lapse.  The acceleration of
vesting and lapse of  repurchase  rights  provided for in the previous  sentence
shall  occur  immediately  prior  to the  effective  date  of the  Participant's
termination.

         4.3 Nature of Payments.

                   4.3.1  Consideration.  Awards,  issuances of Shares, and cash
payments  pursuant to this Plan are in  consideration  of past  services for the
Company and the payment of exercise prices.

                   4.3.2  Awards  Separate  from  Salary.  Awards a  Participant
receives  under this Plan shall be in addition to salary and other  compensation
payable to the Participant,  but shall not be taken into account for determining
any  benefits  under  any  pension,  retirement,   profit-sharing,  bonus,  life
insurance,  or other benefit plan of the Company or under any agreement  between
the Company and the  Participant,  unless  such plan or  agreement  specifically
provides otherwise.

4.4 Non-Uniform  Determinations.  The Committee's determinations under this Plan
need not be uniform.  The Committee  shall be entitled,  among other things,  to
make non-uniform and selective determinations, and to enter into non-uniform and
selective Award  Agreements,  as to (a) the persons to receive awards under this
Plan,  (b) the terms and  provisions  of awards  under  this  Plan,  and (c) the
treatment of leaves of absence pursuant to Section 2.5.1 hereto.

         4.5 Effective Date and Term of Plan.


                   4.5.1 Adoption. Subject to Section 4.8, this Plan was adopted
by the Board and became effective on August 15, 2000.

                   4.5.2  Termination.  Unless  sooner  terminated by the Board,
ISOs may not be  granted  under  this  Plan  after the 10th  anniversary  of the
adoption of this Plan by the Board.

         4.6   Substitution  of  Options.   Notwithstanding   any   inconsistent
provisions or limits under this Plan, in the event the Company acquires (whether
by purchase,  merger,  or otherwise)  all or  substantially  all of  outstanding
capital  stock  or  assets  of  another  corporation,  or in  the  event  of any
reorganization  or other  transaction  qualifying under Section 424 of the Code,
the Committee may, in accordance with the provisions of that Section, substitute
Options  under this Plan for  options  issued by plan of the  acquired  company,
provided (a) the excess of the aggregate Fair Market Value of the shares subject

                                       13
<PAGE>

to an Option  immediately  after the  substitution  over the aggregate  exercise
price of such Shares is not more than the similar excess immediately before such
substitution and (b) the new option does not give persons  additional  benefits,
including a longer exercise period.

         4.7 Conditions Incident to Issuance of Shares.


4.7.1  Representations  and  Warranties.  As a condition  to the  exercise of an
Award,  the Committee may require the person  exercising  the Award to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company,  such a representation  is
required by law.

         4.7.2  Consents.  If the Committee shall at any time determine that any
Consent is necessary or desirable as a condition of, or in connection  with, the
granting  of any Award  under this Plan,  the  issuance or purchase of Shares or
other rights  hereunder,  or the taking of any other action hereunder (each such
action being hereinafter referred to as a "Plan Action"),  then such Plan Action
shall not be taken  until the  Consent  has been  done or  obtained  to the full
satisfaction of the Committee.

         4.7.3  No  Obligation  to  Issue  Shares.  The  Company  shall  not  be
obligated,  and shall have no  liability  for  failure,  to issue or deliver any
Shares  under this Plan unless  such  issuance  or  delivery  would  comply with
Applicable   Laws,  with  such   compliance   determined  by  the  Committee  in
consultation with the Company's legal counsel.

         4.8 Stockholder Approval. The effectiveness of this Plan and any Awards
is contingent upon the Plan's  approval,  within 12 months of the Effective Date
specified in Section 4.5.1,  by Company  stockholders  who own a majority of the
Shares voted at a duly held meeting.

         4.9 Information and Documents to Optionees and Purchasers. Prior to the
date, if any, on which Common Stock becomes a Listed Security and if required by
the Applicable Laws, the Company shall provide financial statements no less than
annually to each Participant who has an Award or holds Shares acquired  pursuant
to this Plan.

         4.10  Section  Headings.  Section  headings  do not define or limit the
contents of the sections.


         4.11  Governing  Law  and  Litigation  Expenses.  This  Plan  shall  be
interpreted,  administered  and  otherwise  subject  to the laws of the State of
Kentucky (disregarding choice-of-law provisions),  except to the extent that the
General Corporation Law of the State of Delaware shall govern. The Company shall
reimburse  a  Participant  for  reasonable  legal  fees  and  expenses  that the
Participant  incurs in order to enforce  or defend his or her rights  under this
Plan,  but  only  if  the   Participant   receives  a  judgement  or  settlement
substantially in the Participant's favor. Reimbursements that are due under this
Section 4.11 shall be paid promptly.

         4.12  Severability.  Every  provision  of this Plan is  intended  to be
severable. Any illegal or invalid term shall not affect the validity or legality
of the remaining terms of

this Plan.


                                       14
<PAGE>




                            HFB Financial Corporation
                   2000 Long-Term Incentive Compensation Plan

                                  -------------
                                   Appendix A
                                   Definitions
                                  -------------

               "Additional  Option"  means an Option  issued by the  Company  in
exchange for Shares  delivered by an Optionee as full or partial  payment of the
Option  Exercise Price of an Original  Option  pursuant to Section 2.3.8 of this
Plan.

               "Affiliate"  means  an  entity  other  than a  Subsidiary  which,
together with the Company, is under common control of a third person or entity.

               "Applicable Laws" means the legal or Stock Exchange  requirements
governing the Plan and Plan Awards, including Section 422 of the Code.

               "Award"  means any award made  pursuant  to this Plan,  including
Options, Equity Units, Restricted Shares, and Deferred Shares.

               "Award  Agreement"  means any written  document setting forth the
terms of an Award, as prescribed by the Committee.

               "Beneficial  Owner" has the meaning set forth in Rule 13d-3 under
the Securities Act.

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

                "Change of Control" shall have the meaning ascribed to such term
in  Section  9 of the 1992  Plan,  as in  effect  on the  Effective  Date and as
subsequently   modified  in  any  manner  not  adverse  to  the   interests   of
Participants.

               "Code" means the Internal Revenue Code of 1986, as amended.

               "Committee"  means one or more committees or subcommittees of the
Board  appointed to administer  this Plan in accordance with Section 1.5 of this
Plan, or the Board itself, when it is acting in place of the Committee.

               "Common Stock" means the Company's  common stock, par value $1.00
per share.

               "Company"   means  HFB   Financial   Corporation,   a   Tennessee
corporation.

               "Consent" with respect to any Plan Action means (i) any listings,
registrations,  or  qualifications  on any  securities  exchange  or  under  any
federal,  state or local law, rule, or regulation,  (ii) any written  agreements
and  representations  by the  Participant  with  respect to the  disposition  of
Shares,  or with respect to any other  matter,  which the  Committee  shall deem

                                       A-1
<PAGE>

necessary  or  desirable  to  comply  with  the  terms  of  any  such   listing,
registration,  or  qualification  or to obtain an exemption from the requirement
that any such listing,  qualification,  or  registration  be made, and (iii) any
consents,  clearances  and  approvals  in  respect  of  a  Plan  Action  by  any
governmental or other regulatory bodies.

               "Consultant"  means any  person,  including  an  advisor,  who is
compensated  by  the  Company  or  any  Parent,  Subsidiary,  or  Affiliate  for
consulting services.

               "Continuous  Service" means uninterrupted  service as a Director,
Employee or Consultant.  Continuous Service shall not be considered  interrupted
(unless an Award Agreement  otherwise specifies in the case of: (i) any approved
or legally-mandated  leave of absence,  provided that such leave is for a period
of not more than 90 days, unless  reemployment upon the expiration of such leave
is guaranteed by contract or statute,  or unless provided  otherwise pursuant to
Company policy; (ii) changes in status from Director, Employee, or Consultant to
any  other  aforementioned  position  with the  Company  (including  changes  to
advisory  or  emeritus  status);  or  (iii)  in the  case of  transfers  between
locations  of the Company or between the  Company,  its  Parents,  Subsidiaries,
Affiliates, or their respective successors.

               "Corporate  Transaction" means a sale of all or substantially all
of  the  Company's  assets,   or  a  merger,   consolidation  or  other  capital
reorganization of the Company with or into another  corporation,  and includes a
Change of Control.

               "Deferred  Shares"  means shares of Common Stock  credited  under
Section 2.7.2 of this Plan.

               "Director"  means a member of the  Board,  as well as a member of
the board of directors of a Parent, Subsidiary, or Affiliate.

                "Employee"  means any  person  employed  by the  Company  or any
Parent,  Subsidiary,  or Affiliate,  as determined by the Committee.  An outside
Director is not an Employee.

               "Equity Unit" means the right to receive appreciation in value of
Common Stock pursuant to Section 2.4 of this Plan.

               "Fair  Market  Value"  means the fair market  value of the Common
Stock,  as  determined  by the Committee in good faith on such basis as it deems
appropriate and applied consistently with respect to the Participants.  Whenever
possible, the determination of Fair Market Value shall be based upon the closing
price for the Shares as reported in the Wall Street  Journal for the  applicable
date.

               "Immediate Family" means any natural or adopted child, stepchild,
grandchild,  parent, stepparent,  grandparent,  spouse, sibling,  mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law.

               "Incentive  Stock  Option"  means an Option  that is  intended to
qualify for special  federal  income tax treatment  pursuant to Sections 421 and

                                       A-2
<PAGE>

422 of the Code, and which is so designated in the applicable  Award  Agreement.
Any Option that is not  specifically  designated  as an ISO shall not be an ISO.
Any Option that is not an ISO is referred to herein as a "NQSO."

               "Involuntarily  Terminated" means that a Participant's Continuous
Service terminated under the following  circumstances:  (i) termination  without
Just Cause by the  Company or a  Subsidiary,  Parent,  Affiliate,  or  successor
thereto, as appropriate; or (ii) voluntary termination by the Participant within
60  days  following  (A)  a  material   reduction  in  the   Participant's   job
responsibilities  (however,  a  mere  change  in  title  alone  or  reassignment
following a Change of Control to a position that is substantially similar to the
position  held prior to the Change of Control  shall not  constitute  a material
reduction  in  job  responsibilities),  (B)  relocation  by  the  Company  or  a
Subsidiary,  Parent,  Affiliate,  or successor thereto,  as appropriate,  of the
Participant's  work site to a facility or  location  more than 50 miles from the
Participant's  principal  work site for the Company at the time of the Change of
Control, or (C) a reduction in Participant's  then-current total compensation by
at least 10%,  other than as a result of an  across-the-board  reduction  in the
compensation  of all other  Employees,  Directors,  or  Consultants in positions
similar to the Participant's position by the same percentage amount.

               "ISO" means Incentive Stock Option.


               "Just  Cause"  shall have the  meaning  ascribed  to such term in
Section  9 of  the  1992  Plan,  as in  effect  on  the  Effective  Date  and as
subsequently   modified  in  any  manner  not  adverse  to  the   interests   of
Participants.

               "Listed  Security"  means any  security  of the  Company  that is
listed or approved for listing on a national  securities  exchange or designated
or  approved  for  designation  as a  national  market  system  security  on  an
interdealer  quotation system by the National Association of Securities Dealers,
Inc.

               "Management Action" means any event, circumstance, or transaction
occurring during the 6-month period following a Potential Change in Control that
results from the action of a Management Group.

               "Management  Group" means any entity or group that  includes,  is
affiliated  with,  or is wholly or partly  controlled  by one or more  executive
officers of the Company in office before a Potential Change in Control.

               "Named  Executive"  means any individual  who, on the last day of
the Company's fiscal year, is the chief executive  officer of the Company (or is
acting in such capacity) or among the four most highly  compensated  officers of
the Company (other than the chief executive  officer),  as determined  under the
Securities Act's executive compensation disclosure rules.

               "1992 Plan" means the HFB Financial Corporation 1992 Stock Option
Plan.


                "Non-Qualified  Stock  Option"  means an Option not  intended to
qualify as an ISO, as designated in the applicable Award Agreement.


                                      A-3
<PAGE>


               "NQSO" means Non-Qualified Stock Option.

               "Option" means a stock option granted  pursuant to Section 2.3 of
this Plan.

               "Optionee" means a Participant who receives an Option.

               "Option  Exercise  Price"  means the  price for the  Shares to be
issued by the Company upon an exercise of an Option by an Optionee.

               "Original  Option" has the meaning  given to such term in Section
2.3.8 of this Plan.

               "Parent" means a "parent  corporation,"  whether now or hereafter
existing, as defined in Section 424(e) of the Code, or any successor provision.

               "Participant"  means  any  holder of one or more  Awards,  or the
Shares issuable or issued upon exercise of such Awards, under this Plan.

               "Performance  Share  Award"  means an Award  granting  a right to
receive Shares  contingent on the achievement of performance or other objectives
during a specified period.

               "Person"  has  the  meaning  given  in  Section  3(a)(9)  of  the
Securities  Act, as modified  and used in Section  13(d) of that Act,  and shall
include a "group," as defined in Rule 13d-5 promulgated  thereunder.  However, a
person shall not  include:  (i) the Company or any of its  Subsidiaries;  (ii) a
trustee or other fiduciary  holding  securities  under this Plan or the employee
benefit  plan  of any of  the  Company's  Subsidiairies;  (iii)  an  underwriter
temporarily  holding securities  pursuant to an offering of such securities;  or
(iv) a corporation  owned,  directly or indirectly,  by the  stockholders of the
Company in  substantially  the same  proportions as their ownership of shares of
the Company.

               "Plan"  means  the  HFB  Financial   Corporation  2000  Long-Term
Incentive Compensation Plan.

               "Plan Action" has the meaning given to such term in Section 4.7.2
of this Plan.

               "Potential  Change in  Control"  means any of the  following  has
occurred  during  the term of this Plan and all Awards  issued  under this Plan,
excluding any event that is Management Action:

                      (i) Agreement Signed. The Company enters into an agreement
that will result in a Change of Control.

                      (ii)  Notice  of Intent to Seek  Change  in  Control.  The
Company or any Person  publicly  announces  an  intention to take or to consider
taking actions that will result in a Change of Control.

                                       A-4
<PAGE>


                      (iii) Board  Declaration.  With respect to this Plan,  the
Board  adopts a  resolution  declaring  that a  Potential  Change in Control has
occurred.

               "Reporting Person" means an officer,  Director, or a greater than
Ten  Percent  Holder of the  Company  within the meaning of Rule 16a-2 under the
Securities Act, who is required to file reports pursuant to Rule 16a-3 under the
Securities Act.

               "Restricted Shares" means Shares subject to restrictions  imposed
pursuant to Section 2.6 of this Plan.

               "Restricted  Stock  Award"  means an Award  granted  pursuant  to
Section 2.6 of this Plan.

               "Rule 16b-3" means Rule 16b-3  promulgated  under the  Securities
Act, as amended from time to time, or any successor provision.

                "Securities  Act" means the Securities  Exchange Act of 1934, as
amended.

               "Share" means a share of Common Stock.

               "Stock  Exchange" means any stock exchange or consolidated  stock
price  reporting  system on which  prices for the Common Stock are quoted at any
given time.

               "Stock Unit Award"  means an Award  granting the right to receive
Shares in the future.

                "Subsidiary"  means a "subsidiary  corporation,"  whether now or
hereafter  existing,  as defined in Section 424(f) of the Code, or any successor
provision.

               "Successor  Corporation" means the corporation  resulting after a
Corporate Transaction.

                "Ten Percent Holder" means a person who owns stock  representing
more than 10% of the voting  power of all classes of stock of the Company or any
Parent or  Subsidiary  (as such  ownership  may be  determined  for  purposes of
Section 422(b)(6) of the Code).

               "Transferred  Award" means an Award  assumed or  substituted  for
another award by a Successor Corporation pursuant to Section 4.2 of this Plan.

                                      A-5