HF FINANCIAL CORP.
1996 DIRECTOR RESTRICTED STOCK PLAN
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.
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
(i) any acquisition directly from the Company.
(ii) any acquisit