Personnel, Compensation and Benefits Committee

Personnel, Compensation and Benefits Committee Charter

Amended and Restated Charter of the Personnel, Compensation and Benefits Committee Charter- (Adopted October 8, 2004)

1. PCB Committee Purpose

   The Personnel, Compensation and Benefits Committee (the “PCB Committee”) is established by the Board of Directors (the “Board”) of HF Financial Corp. (the “Corporation”) for the primary purpose of assisting the Board in carrying out its responsibilities with respect to (a) the Corporation’s stock option and incentive plans, and (b) compensation of the Corporation’s executive officers, including the chief executive officer. The PCB Committee is also responsible for producing an annual report on executive compensation for inclusion in the Corporation’s proxy statement.

2. PCB Committee Composition and Meetings

   The PCB Committee will be comprised of the number of directors as determined by the Board from time to time, each of whom will (a) qualify as “independent directors” under the NASDAQ National Market Continued Listing Standards, and (b) qualify as nonemployee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of

   1934, as amended, and “outside directors” for purposes of Section 16(m) of the Internal Revenue Code of 1987, as amended.

   The PCB Committee members will be appointed annually by the Board, upon recommendation of the Board’s Nominating and Corporate Governance Committee. If a chairperson is not designated by the Board or present at any meeting of the PCB Committee, the members of the PCB Committee may designate a Chair by majority vote of all of the members of the PCB Committee.

   The PCB Committee will meet at least once annually, or more frequently as circumstances dictate. The PCB Committee will maintain minutes of each meeting to provide to the Board.

3. PCB Committee Responsibilities and Duties

   • The PCB Committee will recommend to the Board, on an annual basis, compensation (including the annual salary, bonus and any other benefits or perquisites, direct or indirect) for the chief executive officer of the Corporation and its significant subsidiary, Home Federal Bank (the “Chief Executive Officer”). The Chief Executive Officer must not be present at any meeting, or portion of a meeting, at which the PCB Committee or the Board is deliberating and/or voting with respect to the Chief Executive Officer’s compensation.
   • The PCB Committee will recommend to the Board, on an annual basis, compensation (including the annual salary, bonus and any other benefits or perquisites, direct or indirect) for the executive officers of the Corporation and Home Federal Bank (the “Executive Officers”). The PCB Committee may ask the Chief Executive Officer to provide the PCB Committee with recommendations regarding compensation for the Executive Officers. At the invitation of the PCB Committee or the Board, as applicable, the Chief Executive Officer may attend the meeting, or portion of a meeting, at which the PCB Committee or the Board is deliberating and/or voting with respect to compensation for the Executive Officers. In no event, however, may any of the Executive Officers be present at any meeting, or portion of a meeting, at which the PCB Committee or the Board is deliberating and/or voting with respect to the compensation of the Executive Officers.
   • With respect to the Corporation’s executive compensation programs, the PCB Committee will (a) review, on a periodic basis, the operation of such programs to determine whether they are properly coordinated, (b) establish and review, on a periodic basis, policies for the administration of such programs, and (c) take such action, as may be necessary or appropriate, to modify any such program that yields payments and benefits that are not reasonably related to executive performance. The PCB Committee may also review new executive compensation programs.
   • The PCB Committee will establish and periodically review policies regarding management perquisites.
   • The PCB Committee may grant discretionary stock options under the Corporation’s stock option and incentive plans.
   • The PCB Committee will administer the timing and determination of the level of stock option grants to be issued under the Corporation’s stock option and incentive plans. The PCB Committee will also interpret the Corporation’s stock option and incentive plans, will set performance goals in connection with such stock option and incentive plans and will execute plan award agreements with the award recipients.
   • The PCB Committee will, on an annual basis, produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement.