HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD 57104
(605) 333-7556
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Darrel L. Posegate
Executive Vice President, Chief Financial Officer and Treasurer
HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD 57104
(605) 333-7556
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are offering shares of our common stock, par value $0.01 per share. Our common stock is listed on The Nasdaq Global Market under the symbol "HFFC." On September 17, 2009, the last reported sale price of our common stock on The Nasdaq Global Market was $12.50 per share.

You should read this prospectus carefully before you invest. Investing in our common stock involves a high degree of risk. See the section entitled "Risk Factors" beginning on page 13 of this prospectus for certain risks and uncertainties you should consider.

We have granted the underwriter an option to purchase up to an additional shares of our common stock at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover over-allotments, if any.

None of the Securities and Exchange Commission, any state securities commission, nor any other governmental agency has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not savings accounts, deposits or other obligations of any bank, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The underwriter expects to deliver the shares of common stock in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about , 2009.

This prospectus and the documents incorporated herein by reference include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "optimism," "look-forward," "bright," "believe," "expect," "anticipate," "intend," "hope," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may," are intended to identify these forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Forward-looking statements speak only as of the date they are made. Forward-looking statements are based upon management's then-current beliefs and assumptions, but management does not give any assurance that such beliefs and assumptions will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this prospectus or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. Based upon changing conditions, should any one or more of the above risks or uncertainties materialize, or should any of our underlying beliefs or assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statement.

Forward-looking statements may be contained in this prospectus and the documents incorporated by reference herein under headings such as "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and "Business," among other places. Each investor interested in purchasing shares of our common stock in this offering should consider all of the risks and uncertainties disclosed in our filings with the Securities and Exchange Commission, or the SEC, described below under the heading "Where You Can Find More Information," each of which is accessible on the SEC's website at www.sec.gov.

You should rely only on the information contained in this prospectus and in the documents incorporated by reference herein. We have not, and the underwriter has not, authorized any other person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriter is not, making an offer to sell our common stock in any jurisdiction in which the offer or sale is not permitted. You should assume that the information in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates.

Neither we, the underwriter, nor any of our officers, directors, agents or representatives, make any representation to you about the legality of an investment in our common stock. You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or jurisdiction where it would not be lawful or where the person making the offer is not qualified to do so.

No action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this prospectus.

Unless the context indicates otherwise, all references in this prospectus to "HF Financial," "we," "us," "our company" and "our" refer to HF Financial Corp. and its combined subsidiaries (including the Bank). References to the "Bank" are to Home Federal Bank, our wholly owned bank subsidiary.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet on the investor relations page of our website at www.homefederal.com. Information on our website is not part of this prospectus. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You can also obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us. Our SEC filings are also available to the public on the SEC's website at www.sec.gov.

We have filed with the SEC a registration statement on Form S-1 (together with all amendments and exhibits thereto), the "Registration Statement," with respect to the shares of common stock offered by this prospectus. You may obtain a copy of the Registration Statement through the SEC's Public Reference Room described above. You may also access a copy of the Registration Statement at the SEC's website set forth above.

This prospectus omits certain information contained in the Registration Statement in accordance with SEC rules and regulations. You should review the information and exhibits included in the Registration Statement for further information about us and the common stock we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the Registration Statement or that we otherwise filed with the SEC are not intended to be complete and are subject to and qualified in their entirety by reference to these filings. You should review the complete document to evaluate these statements.

The SEC allows us to "incorporate by reference" information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered part of this prospectus. Any statement in this prospectus or incorporated by reference into this prospectus shall be automatically modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus prior to the termination of the offering.

We incorporate by reference the documents listed below into this prospectus, except to the extent that any information contained in such filings is deemed "furnished" in accordance with SEC rules:

These reports and documents contain important information about us, our business and our financial condition. Upon written or oral request, we will provide at no cost to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Please direct such requests to:

HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD 57104
Telephone: (605) 333-7556
Facsimile: (605) 333-7621
Attention: Corporate Secretary

You may also view and print these reports and documents on the investor relations page of our website at www.homefederal.com.

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus, as well as the information to which we refer you and the information incorporated by reference herein, before deciding whether to invest in our common stock. You should pay special attention to the "Risk Factors" section of this prospectus to determine whether an investment in our common stock is appropriate for you. Except as otherwise noted, all information in this prospectus assumes no exercise of the underwriter's over-allotment option.

HF Financial Corp., a unitary thrift holding company and Delaware corporation, was formed in November 1991 for the purpose of owning all of the outstanding stock of the Bank, our principal banking subsidiary. We acquired all of the outstanding stock of the Bank on April 8, 1992. The Bank was founded in 1929 and is a federally chartered stock savings bank headquartered in Sioux Falls, South Dakota. The Bank provides full-service consumer and commercial business banking, including an array of financial products and services, to meet the needs of its marketplace. The Bank attracts deposits from the general public and uses such deposits, together with borrowings and other funds, to originate one- to four-family residential loans, commercial business loans, agriculture loans, consumer loans, multi-family and commercial real estate loans, and construction loans. We believe our financial strength is built upon conservative relationship banking with an emphasis on credit quality.

We believe HF Financial has performed well despite the recent turmoil in the financial markets and the challenges currently facing the banking industry. We further believe that the Bank remains safe and sound and in a financial position to succeed in spite of the current economic crisis. Although the national economy has been under duress, our primary market area (South Dakota) appears to be currently faring better than most other areas of the country. We believe our conservative banking philosophy has been the foundation of our success and growth and it will continue to guide our future business strategies.

Many factors have converged to draw us to access the capital markets at this time. Although the Bank did not engage in many of the practices that are widely believed to have contributed to the current financial crisis, such as sub-prime lending or "teaser-rate" adjustable-rate mortgages, we believe most financial institutions (including the Bank) have experienced the adverse effects of the crisis. In addition, we believe the banking industry will likely face pressure by regulatory agencies to promote increasingly conservative capital ratio requirements. We believe the creation and preservation of capital in today's market will make us stronger and position us to succeed amid the current economic environment, support our loan and deposit growth, maintain our valuable customer relationships, and provide for continued successful execution of our strategies. Our executive management team has successfully managed our credit risks through multiple economic and credit cycles and maintains a conservative mindset associated with traditional community banking.

At June 30, 2009, HF Financial had total consolidated assets of approximately $1.2 billion, total deposits of approximately $837.9 million, total consolidated liabilities, including deposits, of approximately $1.1 billion and consolidated stockholders' equity of approximately $68.7 million.

The Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund, or "DIF," which is administered by the Federal Deposit Insurance Corporation, or "FDIC," and is subject to primary regulation and examination by the Office of Thrift Supervision, or "OTS."

Through its trust department, the Bank acts as trustee, personal representative, administrator, guardian, custodian, agent, advisor and manager for various accounts. As of June 30, 2009, the trust

department of the Bank maintained approximately $77.5 million in assets under management. Wealth management has become a strategic focus of the Bank, and the Bank has added expertise in portfolio management and business development to enhance this business line to drive future growth in assets under management and fee income.

The Bank also purchases residential mortgage-backed securities and invests in U.S. Government and agency obligations and other permissible investments. The Bank receives loan servicing income on loans serviced for others and commission income from credit life insurance on consumer loans. The Bank, through its wholly owned subsidiaries, offers annuities, mutual funds, life insurance and other financial products and services, as well as equipment leasing services.

The Bank has two active wholly owned subsidiaries, Hometown Investment Services, Inc. ("Hometown") and Mid America Capital Services, Inc. ("Mid America Capital"). Hometown provides financial and insurance products to customers of the Bank and members of the general public in the Bank's market area. Insurance products offered by Hometown primarily include annuities and life insurance products. Mid America Capital specializes in equipment finance leasing. As of June 30, 2009, Mid America Capital had $16.0 million of lease receivables outstanding.

In addition to the Bank, we have six other wholly owned subsidiaries: HF Financial Group, Inc. ("HF Group"), HomeFirst Mortgage Corp. (the "Mortgage Corp."), HF Financial Capital Trust III ("Trust III"), HF Financial Capital Trust IV ("Trust IV"), HF Financial Capital Trust V ("Trust V"), and HF Financial Capital Trust VI ("Trust VI"). HF Group previously marketed software to facilitate employee benefits administration, payroll processing and management and governmental reporting. HF Group no longer actively markets this software and had immaterial operations in 2009. Mortgage Corp. was previously engaged in the business of originating one- to four-family residential mortgage loans, which were sold into the secondary market. Mortgage Corp. had no activity during fiscal 2008 and 2009. Trust III, Trust IV, Trust V and Trust VI each were established and exist for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of us, which constitute the sole asset of each trust. We have issued trust preferred securities primarily to provide capital for our banking operations, funding for stock repurchases and to repay other borrowings. At June 30, 2009, there were $27.8 million in outstanding trust preferred securities at an average cost of 6.57%.

Our principal executive offices are located at 225 South Main Avenue, Sioux Falls, South Dakota 57104, and our telephone number at that address is (605) 333-7556. We maintain an Internet website at www.homefederal.com. Neither our website nor the information on our website is included or incorporated in, or is a part of, this prospectus.

Based on total assets at June 30, 2009, the Bank is the largest savings association headquartered in South Dakota. The Bank has a total of 33 banking centers in its market area and one Internet branch located at www.homefederal.com. The Bank's primary market area includes communities located in eastern and central South Dakota, including the Sioux Falls metropolitan statistical area (MSA) and the cities of Pierre, Mitchell, Aberdeen, Brookings, Dakota Dunes, Watertown, and Yankton. The Bank also has a banking center in Marshall, Minnesota, which serves customers located in southwestern Minnesota. The banking center located in Dakota Dunes also serves customers located in northwestern Iowa. The Bank's primary market area features a variety of agribusiness, financial services, health care and light manufacturing firms. The Internet branch allows access to customers beyond traditional geographical areas.

With 20 banking centers in the Sioux Falls MSA, the Bank operates more locations in its home market than any other depository in the Sioux Falls MSA. With a population of 232,930 based on 2008 U.S. Census Bureau estimates, Sioux Falls is the largest city in South Dakota and is the principal city of

the Sioux Falls MSA. The 2008 U.S. Census Bureau estimates reflect that Sioux Falls' population has increased 24.5% since the 2000 census, making Sioux Falls the second fastest growing MSA in the Midwest (as defined by SNL Financial) by percentage over that period. Situated at the junction of Interstate 29 and Interstate 90, Sioux Falls is an important regional center for agriculture, health care, financial services, retail trade and light manufacturing. Based on June 30, 2008 SNL Financial data, the Bank held $569.9 million, or 73%, of its deposits and escrows in the Sioux Falls MSA, giving it the third largest deposit market share in the Sioux Falls MSA.

The economy of South Dakota appears to be faring better than most other states. According to the U.S. Bureau of Economic Analysis, in 2008, South Dakota had the nation's third-largest economic growth in real gross domestic product (RGDP). South Dakota's RGDP grew by 3.5% in 2008, led by the state's finance and insurance, manufacturing, health care and social assistance, retail trade, real estate, rental and leasing, and agriculture, forestry, fishing and hunting industries. Employment data as reported by the South Dakota Governor's Office of Economic Development indicates that employment grew 1.2% in South Dakota in 2008 as compared to a national decline of 0.4% for the same period. Furthermore, according to the South Dakota Governor's Office of Economic Development, as of June 2009, South Dakota's overall unemployment was 5.1% (third lowest in the nation) against a national average of 9.5% at that time. However, due to the national recession, the unemployment rate in South Dakota has risen in recent months. The housing and commercial real estate markets in South Dakota also appear to be faring better than most other areas in the United States. According to ESRI, home prices in South Dakota increased 1.82% during the 12 months ending June 30, 2009, as compared to a decrease of 11.30% nationwide during the same period. Home prices in the Sioux Falls MSA decreased by 8.11% during that period, which is 3.19% less severe (on an absolute basis) than the nationwide price decline. According to TransUnion, for the quarter ended March 31, 2009, South Dakota's serious delinquency rate (the percentage of borrowers that are 60 days or more past due) was 1.94%, compared to a national average of 5.22%. These statistics appear to support management's belief that the South Dakota economy is currently faring better than most other states; however, no assurances are given that any of these favorable trends will continue in the future.

We benefit from the experience, industry knowledge and continuity of our executive management team, which has over 200 years of financial services experience and 135 years associated with the Bank. Our Chairman, President and Chief Executive Officer, Curtis L. Hage, has been employed by us in various capacities for 41 years. Our executive management team has successfully managed our credit risks through multiple economic and credit cycles and maintains a conservative mindset associated with traditional community banking. Our business strategy is guided by our Board of Directors, which is composed of experienced, community-oriented business leaders. We draw upon their knowledge of the Sioux Falls and South Dakota business community in executing our strategy.

The interests of our executive management team and directors are aligned with those of our stockholders through common stock ownership. At August 31, 2009, our directors and officers beneficially owned 12.05% of our common stock outstanding.

Our business strategy is to remain a community-focused financial institution and to grow and improve our profitability by:

Our executive management team has managed risks through multiple economic and credit cycles, while positioning us for growth opportunities. Over the past several years, we have transformed the loan and lease portfolio away from predominantly one-to four-family residential and consumer loans to a more diverse portfolio including commercial and agriculture loans. As part of our business strategy to build our commercial and agriculture loan portfolio, the Bank has hired several bankers with significant commercial and agriculture lending experience, which has led to successful growth results across these business lines. Our commercial and agricultural loan portfolio increased from 46.3% of our total loan and lease portfolio at June 30, 2006 to 65.0% at June 30, 2009, while our one- to- four family residential and consumer direct loan portfolio has decreased from 29.0% of our total loan and lease portfolio to 23.7% over that period.

The following table sets forth information concerning the composition of the loan and lease portfolio as of the periods indicated:

		At June 30, 2009					At June 30, 2008

		Amount		% of Total			Amount		% of Total
		(Dollars in thousands)
One- to four-family(1)		$	84,849		9.97	%	$	99,989		12.76	%
Commercial business and real estate(2)(3)			322,416		37.87			303,415		38.72
Agricultural			231,315		27.17			160,267		20.45
Multi-family real estate			48,342		5.68			45,093		5.75
Equipment finance leases			16,010		1.88			19,288		2.46
Consumer direct(4)			116,777		13.72			105,719		13.49
Consumer indirect(5)			21,394		2.51			44,294		5.65
Construction			10,179		1.20			5,645		0.72

	Total gross loans and leases(6)	$	851,282		100.00	%	$	783,710		100.00	%

The Bank originates one- to four-family residential loans and primarily sells fixed-rate originations to secondary market outlets in order to reduce the effect of interest rate risk from longer maturities. Through the twelve months ended June 30, 2009, the Bank originated $173.4 million of one- to four-family first mortgage loans, of which 91.4% were sold to the secondary market. This compares to $124.1 million of one- to four-family first mortgage loans originated in the twelve months ended June 30, 2008. We continue to prioritize and invest in mortgage lending as we believe this to be a core component of our personal banking strategy.

The Bank's commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory and equipment and business expansion within our market area. The Bank originates commercial business loans directly and through programs sponsored by the Small Business Administration ("SBA") of which a portion of such loans are also guaranteed in part by the SBA. The Bank generally originates commercial business loans for its portfolio and retains the servicing with respect to such loans.

The Bank has minimal exposure to participation loans and does not rely on a participation strategy to grow its loan portfolio. At June 30, 2009, the participation loan portfolio was approximately $15.9 million, representing less than 2% of our loan and lease portfolio.

The Bank's agriculture loan portfolio includes (i) operating loans that are used to fund the borrower's operating expenses, which typically have a one-year term and are indexed to the national

prime rate, (ii) term loans on machinery, equipment and breeding stock that may have a term of up to seven years and require annual payments, (iii) agricultural farmland term loans that are used to finance (or refinance) land purchases, (iv) specialized loans to fund facilities and equipment for livestock confinement enterprises, and (v) loans to fund ethanol plant development. Loans of this type are in a diverse range of agricultural enterprises, including grain production and dairy and livestock operations. As further discussed in the section entitled "—Business Strategy," agricultural lending is one of our strategic focus areas.

The Bank's multi-family and commercial real estate loan portfolio is secured primarily by apartment buildings and owner occupied and non-owner occupied commercial real estate. The terms of such loans are negotiated on a case-by-case basis. Commercial real estate loans generally have terms that do not exceed 25 years. The Bank has a variety of rate adjustment features, call provisions and other terms in its multi-family and commercial real estate loan portfolio. Generally, the loans are made in amounts up to 80% of the appraised value of the collateral property and with debt service coverage ratios of 115% or higher.

The Bank's consumer direct loan portfolio includes, among other types, automobile loans, home equity loans, loans secured by deposit accounts and student loans. Direct consumer loan terms vary according to the type of collateral, length of contract and creditworthiness of the borrower. The Bank offers both open- and closed-end credit. Overdraft lending is extended through lines of credit that are tied to a checking account. The credit lines generally bear interest at 18% and are generally limited to no more than $2,000. Loans secured by deposit accounts at the Bank are currently originated for up to 90% of the account balance (although historically the Bank has loaned up to 100% of the account balance), with a hold placed on the account restricting the withdrawal of the account balance. The interest rate on such loans is typically equal to 2% above the contract rate. Loans secured by second mortgages, together with loans secured by all prior liens, are generally limited to less than 100% of the appraised or assessed value of the property securing the loan and generally have maximum terms that do not exceed 10 to 15 years.

The Bank discontinued its indirect consumer lending, which consisted of indirect auto lending, in the first quarter of fiscal 2008. These loans represent less than 3% of our loan and lease portfolio as of June 30, 2009, down from approximately 6% at June 30, 2008.

Construction loans are generally originated with a maximum loan-to-value ratio of 80%, and land development loans are generally originated with a maximum loan-to-value ratio of 65%, based upon an independent appraisal. Our Management believes that the Bank has maintained a conservative, deliberate approach toward managing exposures in construction and development loans, supported by relatively stable property values in South Dakota to date. These loans represent less than 7% of our loan and lease portfolio as of June 30, 2009.

The Bank offers a variety of deposit accounts having a wide range of interest rates and terms. The Bank's deposits consist of statement savings accounts, checking accounts, money market and certificate of deposit accounts ranging in terms from 30 days to five years. The Bank primarily solicits deposits from its market area, with a strategic focus of multiple-service household growth. The Bank relies primarily on customer service, competitive pricing policies and advertising to attract and retain these deposits. Based on liquidity needs, the Bank may, from time to time, acquire out-of-market deposits in those circumstances where wholesale funding offers either a maturity or cost efficiency not available with retail deposits. At June 30, 2009, out-of-market deposits accounted for less than 3% of our total deposits.

The following table sets forth certain information concerning our deposit accounts as of the periods indicated:

		At June 30, 2009					At June 30, 2008

		Amount		% of Total			Amount		% of Total
		(Dollars in thousands)
Noninterest bearing checking accounts		$	94,067		11.23	%	$	90,598		11.55	%
Interest bearing checking accounts			94,846		11.32			90,125		11.49
Money market accounts			145,214		17.33			171,689		21.89
Savings accounts			81,417		9.72			78,575		10.02
In-market certificates of deposit			401,291		47.89			325,995		41.57
Out-of-market certificates of deposit			21,033		2.51			27,255		3.48

	Total deposits	$	837,868		100.00	%	$	784,237		100.00	%

The flow of deposits is influenced by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. In recent years, the Bank has become more susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Based on its experience, the Bank believes that its savings, money market, and checking accounts are stable sources of deposits. However, the ability of the Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

The Bank invests funds among various categories of investments and maturities based upon its asset/liability management needs, investment quality and marketability, liquidity needs and performance objectives. At June 30, 2009, approximately 89.6% of our investment portfolio was in AAA-rated, liquid residential mortgage-backed securities. Our $199.6 million of residential mortgaged-backed securities at June 30, 2009 consisted of agencies securities, with a single $1.8 million private label collateralized mortgage security obligation.

The amortized cost and fair values of investment in securities, all of which are classified as available for sale according to management's intent, are as follows:

		June 30, 2009									June 30, 2008

				Gross Unrealized									Gross Unrealized
		Amortized Cost		Gross Unrealized					Fair Value				Gross Unrealized					Fair Value
		Amortized Cost		Gains		(Losses)			Fair Value		Amortized Cost		Gains		(Losses)			Fair Value
		(Dollars in thousands)
Debt securities:
	U.S. government agencies	$	2,632	$	43	$	(4	)	$	2,671	$	8,490	$	173	$	—		$	8,663
	Federal Home Loan Bank		—		—		—			—		3,944		87		—			4,031
	Municipal bonds		14,356		163		(218	)		14,301		12,319		51		(189	)		12,181
	Trust preferred securities		11,879		—		(5,828	)		6,051		12,372		—		(2,080	)		10,292

			28,867		206		(6,050	)		23,023		37,125		311		(2,269	)		35,167

Equity securities:
	FNMA-common		—		—		—			—		8		—		—			8
	Farmer Mac-common		7		—		(5	)		2		7		2		—			9
	Other Investments		253		—		—			253		253		—		—			253

			260		—		(5	)		255		268		2		—			270

Residential mortgage-backed securities			196,704		3,827		(899	)		199,632		190,947		558		(1,938	)		189,567

		$	225,831	$	4,033	$	(6,954	)	$	222,910	$	228,340	$	871	$	(4,207	)	$	225,004

As of June 30, 2009, there were $11.9 million of pooled trust preferred securities ("TRUPS") in the investment portfolio, all of which have been downgraded below investment grade by Moody's Investment Services and are currently impaired under applicable accounting rules. The Financial Accounting Standards Board (FASB) has issued additional guidance as to how to account for impaired investments as well as determining the fair value of these securities in an inactive market. In accordance with this guidance, we took steps to determine the fair value of our TRUPS assuming they were sold at the end of the fourth quarter of fiscal 2009 in an orderly transaction that was not a forced liquidation or a distressed sale. Based upon this analysis, one pool of $2.0 million (of the $11.9 million total) incurred an additional other-than-temporary impairment ("OTTI") credit loss totaling $36,000 which was recorded as a net impairment loss on the fourth quarter income statement. This charge brings the total OTTI losses taken against the TRUPS holdings during fiscal year 2009 to $3.9 million, of which $3.5 million was recognized on the balance sheet in accumulated other comprehensive income with the balance being $397,000 of OTTI credit-related recognized through earnings. The valuation of the TRUPS will continue to be influenced by external market and other factors further described in the section entitled "Risk Factors." If we are required to record additional OTTI charges on our TRUPS portfolio, we could experience potentially significant earnings losses as well as an adverse impact to our capital position.

On November 21, 2008, we entered into a purchase agreement with the United States Department of the Treasury (the "Treasury"), pursuant to which we agreed to issue and sell (i) 25,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the "Preferred Stock") and (ii) a warrant to purchase up to 302,419 shares of our common stock, par value $0.01 per share, at an initial exercise price of $12.40 per share (the "Warrant"), for an aggregate purchase price of $25.0 million in cash.

On June 3, 2009, we entered into a Repurchase Letter Agreement with the Treasury pursuant to which we completed the repurchase of the Preferred Stock from the Treasury. The repurchase price of the Preferred Stock was $25 million, plus a final accrued dividend of $62,500.

On June 30, 2009, we entered into a Warrant Repurchase Letter Agreement with the Treasury pursuant to which we repurchased the Warrant from the Treasury for a purchase price of $650,000.

On May 15, 2009, we entered into a Commitment Letter/Letter Agreement with First Tennessee Bank National Association ("FTB"), which renewed our existing $6.0 million line of credit. Borrowings under the line of credit accrue interest at the FTB base rate minus one-quarter percent, with a minimum interest rate of 4.0% per annum. As of June 30, 2009, the FTB base rate was 3.25% and we had aggregate borrowings of $5.5 million outstanding under our line of credit with FTB. As of September 17, 2009, we had aggregate borrowings of $5.95 million outstanding under our line of credit with FTB. The line of credit matures on September 30, 2009. The Company expects to repay and replace the FTB line of credit before it matures on September 30, 2009. See "Use of Proceeds" for further discussion of the repayment of this indebtedness with a portion of the net proceeds of this offering.

On August 26, 2009, the Company entered into a Standstill Agreement (the "Standstill Agreement") with PL Capital, LLC, John W. Palmer, Richard J. Lashley, and certain affiliates thereof (the "PL Capital Parties"), collectively, the Company's largest stockholders. The Standstill Agreement was entered into following the determination of the Company's Board of Directors to adopt a majority voting policy (the "Majority Voting Policy") commencing with the Company's 2010 Annual Meeting of Stockholders (the "2010 Meeting"). The Company's Board of Directors will adopt the Majority Voting Policy in time for it to be in effect no later than 90 days prior to any advance notice deadlines for notices of intent to submit shareholder proposals or other business, or notices of intent to solicit proxies, at the 2010 Meeting.

Under the terms of the Standstill Agreement, the PL Capital Parties agreed, among other things, not to bring any proposals before the Company's 2009 Annual Meeting of Stockholders (the "2009 Meeting") or the 2010 Meeting and to vote the shares beneficially owned by them for the election of the directors nominated by the Company's Board of Directors at the 2009 Meeting and 2010 Meeting. These agreements are predicated upon the Company meeting certain conditions. Based on the Schedule 13D/A1 most recently filed by the PL Capital Parties with the SEC, the PL Capital Parties beneficially own, in the aggregate, 326,721 shares, or 8.12%, of the Company's outstanding common stock, as of August 31, 2009.

The foregoing summary of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement, which is attached as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed with the SEC on August 31, 2009 and incorporated by reference herein.

An investment in our common stock involves certain risks. You should carefully consider the risks described under "Risk Factors" set forth below, as well as other information included or incorporated by reference into this prospectus, including our financial statements and the notes thereto, before making an investment decision.

The following summary of the offering contains basic information about the offering and our common stock and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of our common stock being offered hereunder, please refer to the section of this prospectus entitled "Description of Capital Stock."


Common stock offered by us		shares of common stock, par value $0.01 per share.
Common stock outstanding immediately after this offering(1)(2)		shares of common stock.
Net proceeds		The net proceeds of this offering will be approximately $ (after deducting offering expenses payable by us) based on an assumed public offering price of $ per share, which was the closing price of our common stock on , 2009.
Use of proceeds		We intend to use the proceeds from the sale of our common stock to (i) repay the $ million outstanding principal balance of our line of credit with First Tennessee Bank National Association (or any successor lender that refinances such indebtedness prior to the completion of this offering), and (ii) strengthen the capital reserves of the Bank for general corporate purposes, including, without limitation, growing our lending activities through organic growth and/or, if appropriate opportunities arise, possible acquisitions of banks, thrifts and other financial services companies.
		We currently have no commitments or agreements with respect to any specific expansion or acquisition opportunity.
		See "Use of Proceeds."
Market and trading symbol for the common stock		Our common stock is listed and traded on The Nasdaq Global Market under the symbol "HFFC."

You should read the summary selected consolidated financial information presented below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes to those financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, which is incorporated by reference in this prospectus.

The following tables set forth selected consolidated financial data for us at and for each of the years in the five-year period ended June 30, 2009.

The selected statement of income data for the years ended June 30, 2009, 2008 and 2007, and the selected statement of financial condition data as of June 30, 2009 and 2008, have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2009, which is incorporated by reference in this prospectus. The selected statement of income data for the years ended June 30, 2006 and 2005, and the summary statement of financial condition data as of June 30, 2007, 2006 and 2005, have been derived from our audited financial statements that are not included in this prospectus.

		At or For the Year Ended June 30,

		2009			2008			2007			2006			2005
		(Dollars in thousands, except per share date)
Summary Income Data:
Interest and dividend income		$	60,688		$	63,174		$	61,874		$	53,411		$	44,946
Interest expense			25,359			33,298			36,240			27,762			18,747

	Net interest income		35,329			29,876			25,634			25,649			26,199
Provision for losses on loans and leases			1,679			1,994			1,198			5,279			2,681

	Net interest income after provision for losses on loans and leases		33,650			27,882			24,436			20,370			23,518
Gain on sale of land, net			—			—			—			3,557			—
Gain on sale of branches, net			—			—			2,763			—			—
Other non-interest income			12,602			11,333			10,433			9,294			9,014
Non-interest expense			(34,566	)		(30,606	)		(29,605	)		(26,499	)		(24,936	)

	Income before income taxes		11,686			8,609			8,027			6,722			7,596
Income tax expense			3,870			2,766			2,644			2,214			2,431

	Net income		7,816			5,843			5,383			4,508			5,165
Preferred stock dividends and accretion			1,316			—			—			—			—

Net income available to common shareholders		$	6,500		$	5,843		$	5,383		$	4,508		$	5,165

Per Share Data:
Earnings per common share(1):
	Basic	$	1.62		$	1.47		$	1.35		$	1.15		$	1.33
	Diluted		1.61		$	1.45		$	1.33		$	1.13		$	1.29
Cash dividends declared per common share		$	0.45		$	0.43		$	0.42		$	0.41		$	0.40
Weighted average shares:
	Basic		4,006,820			3,969,988			3,978,571			3,914,952			3,885,297
	Diluted		4,027,503			4,023,474			4,056,726			4,000,078			4,001,089
Common shares outstanding			4,025,982			3,951,992			4,013,364			3,948,660			3,832,653
Book value per common share(2)		$	17.06		$	16.25		$	15.52		$	14.20		$	13.99

		At or For the Year Ended June 30,

		2009			2008			2007			2006			2005
		(Dollars in thousands, except per share date)
Summary of Financial Condition Data:
	Total assets	$	1,176,796		$	1,103,494		$	1,001,454		$	961,294		$	897,874
	Securities available for sale		222,910			225,004			142,223			145,518			142,429
	FHLB stock		12,476			11,245			5,058			5,647			7,699
	Loans and leases receivable, net		842,812			777,777			761,599			721,603			670,581
	Loans held for sale		14,881			8,796			8,776			7,623			10,238
	Deposits		837,868			784,237			815,864			769,002			681,216
	Advances from FHLB and other borrowings		212,869			198,454			68,600			91,620			119,664
	Subordinated debentures payable to trusts		27,837			27,837			27,837			27,837			27,837
	Stockholders' equity		68,675			64,203			62,270			56,058			53,635
Performance Ratios:
	Return on assets (ratio of net income to average total assets)		0.68	%		0.57	%		0.55	%		0.49	%		0.60	%
	Return on equity (ratio of net income to average equity)		9.73			9.12			9.01			8.23			9.66
	Net interest margin(3)		3.26			3.11			2.80			2.98			3.29
	Net interest margin, TE(4)		3.32			3.16			2.85			3.01			3.32
	Efficiency ratio(5)		72.12			74.27			76.24			68.83			70.81
	Non-interest income/operating revenue(6)		26.29			27.50			28.93			26.60			25.60
Asset Quality Ratios:
	Nonperforming loans and leases to total loans and leases(7)		1.32	%		0.39	%		0.45	%		0.46	%		1.01	%
	Nonperforming assets to total assets (end of period)		1.07			0.34			0.40			0.40			0.78
	Allowance for loan and leases losses to nonperforming loans and leases(7)		73.83			191.08			167.87			168.11			73.24
	Allowance for loan and leases losses to total loans and leases		0.98			0.75			0.76			0.77			0.74
	Net charge-offs to average loans		(0.10	)		0.25			0.13			0.67			0.18
Capital Ratios:
	Equity to total assets (end of period)		5.84	%		5.82	%		6.22	%		5.83	%		5.97	%
	Tangible common equity to tangible assets		5.44			5.39			5.75			5.34			5.45
	Tier 1 capital (to adjusted total assets)(8)		8.45			7.78			8.31			8.10			8.28
	Tier 1 capital (to risk-weighted assets)		10.20			10.15			10.37			9.93			10.43
	Total risk-based capital (to risk-weighted assets)(8)		11.05			10.83			11.05			10.65			10.66
Other Data:
	Number of full-service offices		33			33			33			35			34
	Number of full-time equivalent employees		323			307			315			312			309

An investment in our common stock involves certain risks. Before making an investment decision, you should read carefully and consider the risk factors below relating to this offering. You should also refer to other information contained in or incorporated by reference in this prospectus and any applicable prospectus supplement, including our financial statements and the related notes incorporated by reference herein. Additional risks and uncertainties not presently known to us at this time or that we currently deem immaterial may also materially and adversely affect our business and operations.

Difficult economic and market conditions have adversely affected our industry.

Dramatic declines in the housing market, with decreasing home prices and increasing delinquencies and foreclosures, have negatively impacted the credit performance of mortgage and construction loans and resulted in significant write-downs of assets by many financial institutions across the United States. General downward economic trends, reduced availability of commercial credit and increasing unemployment have negatively impacted the credit performance of commercial and consumer credit, resulting in additional write-downs. Concerns over the stability of the financial markets and the economy have resulted in decreased lending by financial institutions to their customers and to each other. This market turmoil and tightening of credit has led to increased commercial and consumer deficiencies, lack of customer confidence, increased market volatility and widespread reduction in general business activity. Financial institutions have experienced decreased access to deposits and borrowings. The resulting economic pressure on consumers and businesses and the lack of confidence in the financial markets may adversely affect our business, financial condition, results of operations and stock price. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry. In particular, we may face the following risks in connection with these events:

There can be no assurance that recently enacted legislation will help stabilize the U.S. financial system.

Recent legislative and regulatory initiatives to address difficult market and economic conditions may not stabilize the U.S. banking system. On October 3, 2008, the President signed into law the Emergency Economic Stabilization Act of 2008, or the Emergency Economic Stabilization Act, in response to the current crisis in the financial sector. The Treasury and various banking regulators have

implemented a number of programs under this legislation to address capital and liquidity issues in the banking system. On February 17, 2009, the President signed into law the American Recovery and Reinvestment Act of 2009, or the American Recovery and Reinvestment Act. There can be no assurance, however, as to the actual impact that the Emergency Economic Stabilization Act or the American Recovery and Reinvestment Act, and the various programs implemented in association with these legislative efforts, will have on the financial markets, including the extreme levels of volatility and limited credit availability currently being experienced. The failure of the Emergency Economic Stabilization Act or American Recovery and Reinvestment Act and the associated programs to help stabilize the financial markets and a continuation or worsening of current financial market conditions could have a material, adverse effect on our business, financial condition, results of operations, access to credit or the value of our securities. Moreover, the Treasury recently issued a white paper detailing the Obama Administration's plans for reorganizing the regulatory system for financial institutions, which could impact our operations significantly.

We recorded other-than-temporary impairment ("OTTI") charges in our trust preferred securities ("TRUPS") portfolio in the third and fourth quarters of 2009, and we could record additional losses in the future.

We determine the fair value of our investment securities based on GAAP and three levels of informational inputs that may be used to measure fair value. The price at which a security may be sold in a market transaction could be significantly lower than the quoted market price for the security, particularly if the quoted market price is based on infrequent trading history, the market for the security is illiquid, or a significant amount of securities are being sold.

We own shares of six TRUPS pools with an adjusted cost basis of $11.9 million and a fair value of $6.1 million at June 30, 2009. Rating downgrades on these investments occurred during fiscal year 2009, placing each below investment grade rating. Due to an inactive market for these securities, management utilized a "Level 3" fair value input according to Statement of Financial Accounting Standard No. 157, utilizing discounted cash flow methodologies to determine fair value and OTTI. During fiscal 2009, we determined that three debt securities exhibited OTTI. The aggregate OTTI losses recorded for the three securities for the fiscal year 2009 were $3.9 million, of which $3.5 million was recognized on the balance sheet in other comprehensive income, with the balance being $397,000 of credit loss recognized through earnings. The remaining difference between amortized cost basis and fair value of $2.3 million recognized in other comprehensive income is primarily attributable to the three TRUPS for which OTTI was not recognized for the fiscal year 2009.

The valuation of our TRUPS will continue to be influenced by external market and other factors, including implementation of Securities and Exchange Commission and Financial Accounting Standards Board guidance on fair value accounting, the financial condition of specific issuers within our pooled securities (including any credit deterioration thereof), deferral and default rates of specific issuer financial institutions, rating agency actions, and the prices at which observable market transactions occur. If we are required to record additional OTTI charges on our TRUPS portfolio, we could experience potentially significant earnings losses as well as an adverse impact to our capital position.

As a result of current economic conditions, the Bank's allowance for loan losses may prove to be insufficient to absorb losses in its loan portfolios, which could adversely affect its operating results.

At June 30, 2009, the Bank's nonperforming loans (which consist of non-accrual loans and loans still accruing but past due greater than 90 days) totaled $11.5 million, or 1.32% of its loan portfolio. At June 30, 2009, the Bank's nonperforming assets (which include foreclosed real estate) were $12.6 million, or 1.07% of assets. In addition, the Bank had $3.9 million in accruing loans that were 30 to 89 days delinquent at June 30, 2009. At June 30, 2009, the Bank held $8.5 million of loan and lease loss reserves, or 0.98% of total loans, and 73.83% of non-performing loans.

Until economic and market conditions improve, the Bank may continue to incur additional losses relating to an increase in nonperforming loans. The Bank does not record interest income on non-accrual loans or other real estate owned, thereby adversely affecting its income, and increasing its loan administration costs. When the Bank takes collateral in foreclosures and similar proceedings, it is required to mark the related loan to the then fair market value of the collateral, which may result in a loss. These loans and other real estate owned also increase its risk profile and the capital its regulators believe is appropriate in light of such risks. As a result of current economic conditions, additional provisions for loan losses may be necessary.

Determination of the appropriate level of the allowance for loan losses involves a high degree of subjectivity and requires significant estimates, and actual losses may vary from current estimates.

The Bank maintains an allowance for loan losses to provide for loans in its portfolio that may not be repaid in their entirety. The determination of the appropriate level of the allowance for loan losses involves a high degree of subjectivity and requires us and the Bank to make significant estimates of current credit risks and future trends, all of which may undergo material changes.

In evaluating the adequacy of the Bank's allowance for loan losses, we consider numerous quantitative factors, including our historical charge-off experience, growth of our loan portfolio, changes in the composition of our loan portfolio and the volume of delinquent and classified loans. In addition, we use information about specific borrower situations, including their financial position and estimated collateral values, to estimate the risk and amount of loss for those borrowers. Finally, we consider many qualitative factors, including general and economic business conditions, duration of the current business cycle, current general market collateral valuations, trends apparent in any of the factors we take into account and other matters, which are by nature subjective and fluid. Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding the Bank's borrowers' abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors. In considering information about specific borrower situations, our analysis is subject to the risk that we are provided inaccurate or incomplete information. Because of the degree of uncertainty and susceptibility of these factors to change, the Bank's actual losses may vary from our current estimates.

Additionally, bank regulators periodically review the Bank's allowance for loan losses and may require an increase in the provision for loan losses or recognize loan charge-offs based upon their judgments, which may be different from ours. Any increase in the Bank's allowance for loan losses or loan charge-offs required by these regulatory authorities may adversely affect our operating results.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected, by the actions of our employees or otherwise, our business and, therefore, our operating results may be materially adversely affected.

Our financial success is dependant on the prevailing economic, political and business conditions as well as the population growth in South Dakota.

Our success and growth is dependant on the income levels, deposits and population growth in our primary market area, which are communities located in eastern and central South Dakota, including the

Sioux Falls metropolitan statistical area (MSA), and the cities of Pierre, Mitchell, Aberdeen, Brookings, Dakota Dunes, Watertown and Yankton. If the communities in which we operate do not grow or if prevailing economic conditions locally are unfavorable, our business will be negatively affected.

Additionally, there are inherent risks associated with our lending activities, including credit risk, which is the risk that borrowers may not repay outstanding loans or the value of the collateral securing loans decreases. Our business operations and activities are concentrated in the state of South Dakota and most of our credit exposure is in that state, so we are specifically at risk from adverse economic, political and business conditions that affect South Dakota. Accordingly, economic and business conditions in South Dakota, such as increases in unemployment, commercial and consumer delinquencies and real estate foreclosures, as well as decreases in real gross domestic product, home and land prices or home sales, will each adversely impact our credit risk.

For example, credit card issuers, a significant employer in the Sioux Falls MSA, are subject to recently enacted legislation that may result in their interest income and loan fee income being significantly reduced, which could cause these companies to scale back their operations and reduce personnel. A reduction in such operations and personnel could negatively affect the economic conditions in South Dakota, which in return could negatively impact our credit risk and business.

Our financial success is dependent on our ability to compete effectively in highly competitive markets.

We operate in the highly competitive markets of South Dakota. Our future growth and success will depend on our ability to compete effectively in these markets. Through the Bank, we compete for loans, deposits and other financial services in geographic markets with other local, regional and national commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as super-regional, national and international financial institutions. Many of our competitors offer products and services different from us, and have substantially greater resources, name recognition and market presence than we do, which benefits them in attracting business. Larger competitors may be able to price loans and deposits more aggressively than we can and have broader customer and geographic bases to draw upon.

Competitors that are not depository institutions are generally not subject to the extensive regulations that apply to us. Through the Bank, we compete with these institutions both in attracting deposits and in making loans. In addition, we must attract our customer base from other existing financial institutions and from new residents. There is a risk that we will not be able to compete successfully with these other financial institutions in our markets, and that we may have to pay higher interest rates to attract deposits or charge lower interest rates to obtain loan volume, resulting in reduced profitability. In new markets that we may enter, we will also compete against well-established community banks that have developed relationships within the community.

We are subject to extensive regulations that may limit or restrict our activities, and the cost of compliance is high.

We operate in a highly regulated industry and are subject to examination, supervision and comprehensive regulation by various regulatory agencies, including the OTS and the FDIC, and to a limited extent, the Federal Reserve. Banking regulations are primarily intended to protect the DIF and depositors, not stockholders. Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. We are also subject to regulatory capital requirements, which require us to maintain adequate capital to support our growth. If we fail to meet these capital and other regulatory requirements, our ability to grow, our cost of funds and FDIC

insurance, our ability to pay dividends on our common stock, and our ability to make acquisitions could be materially and adversely affected.

Federal bank regulatory agencies, as well as the U.S. Congress and the President, are in the process of evaluating the regulation of banks, other financial institutions and the financial markets and such changes, if any, could require us to maintain more capital, liquidity and risk management that could adversely affect our growth, profitability and financial condition, as well as change our charter, regulator and/or subject us to new or additional regulations and regulators. Furthermore, various proposals to eliminate the federal thrift charter, create a uniform financial institutions charter and abolish the OTS have been introduced in past sessions of the U.S. Congress. We are unable to predict whether such legislation would be enacted or the extent to which the legislation would restrict or disrupt our or the Bank's operations.

Liquidity risks could affect operations and jeopardize our financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources to accommodate our existing and future lending and investment activities could have a substantial negative effect on our liquidity and severely constrain our financial flexibility. Our primary source of funding is retail deposits gathered through our network of branch offices. Our alternative funding sources include, without limitation, brokered certificates of deposit, federal funds purchased, Federal Reserve Discount Window borrowings, Federal Home Loan Bank of Des Moines (FHLB) advances and short- and long-term debt.

Until recently, the Bank has historically obtained funds principally through local deposits and it has a base of lower cost transaction deposits. Generally, we believe local deposits are a cheaper and more stable source of funds than other borrowings, because interest rates paid for local deposits are typically lower than interest rates charged for borrowings from other institutional lenders and reflect a mix of transaction and time deposits, whereas brokered deposits typically are higher cost time deposits.

Our costs of funds, profitability and liquidity will be adversely affected to the extent we have to rely upon higher cost borrowings from other institutional lenders or brokers to fund loan demand or liquidity needs, and changes in our deposit mix and growth could adversely affect our profitability and the ability to expand our loan portfolio.

On May 15, 2009, we entered into a Commitment Letter/Letter Agreement with First Tennessee Bank National Association ("FTB"), which renewed our existing $6.0 million line of credit. Borrowings under the line of credit accrue interest at the FTB base rate minus one-quarter percent, with a minimum interest rate of 4.0% per annum. As of June 30, 2009, the FTB base rate was 3.25% and we had aggregate borrowings of $5.5 million outstanding under our line of credit with FTB. The line of credit matures on September 30, 2009. To the extent we have to borrow funds from other institutional lenders to repay the line of credit, our costs of funds, profitability and liquidity may be adversely affected.

We may look to sell production assets, such as mortgage loans, into the secondary market as a means to manage the size of our balance sheet and manage the use of our capital. The demand for these products in the capital markets is not driven by us and may not benefit us at the time we look to sell the loans.

Our liquidity, on a parent only basis, is adversely affected by certain restrictions on receiving dividends from the Bank without prior regulatory approval.

Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition.

FDIC insurance premiums have increased substantially in 2009 and we expect to pay significantly higher FDIC premiums in the future. Market developments have significantly depleted the DIF and

reduced the ratio of reserves to insured deposits. The FDIC adopted a revised risk-based deposit insurance assessment schedule on February 27, 2009, which raised deposit insurance premiums. On May 22, 2009, the FDIC also implemented a five basis point special assessment of each insured depository institution's assets minus Tier 1 capital as of June 30, 2009, but no more than 10 basis points times the institution's assessment base for the second quarter of 2009, to be collected on September 30, 2009. Additional special assessments may be imposed by the FDIC for future periods.

The Bank participates in the FDIC's Temporary Liquidity Guarantee Program, or TLG, for noninterest-bearing transaction deposit accounts. Banks that participate in the TLG's noninterest- bearing transaction account guarantee will pay the FDIC an annual assessment of 10 basis points on the amounts in such accounts above the amounts covered by FDIC deposit insurance. To the extent that these TLG assessments are insufficient to cover any loss or expenses arising from the TLG program, the FDIC is authorized to impose an emergency special assessment on all FDIC-insured depository institutions. The FDIC has authority to impose charges for the TLG program upon depository institution holding companies as well. These changes, along with the full utilization of the Bank's FDIC insurance assessment credit in the first and second quarters of 2009, have caused the premiums and TLG assessments charged by the FDIC to increase. Continued actions by the FDIC could significantly increase the Bank's noninterest expense in fiscal 2010 and for the foreseeable future.

Through our banking subsidiary, the Bank, our profitability depends in large part on our net interest income, which is the difference between interest earned from interest-earning assets, such as loans and mortgage-backed securities, and interest paid on interest-bearing liabilities, such as deposits and borrowings. Our net interest income will be adversely affected if market interest rates change such that the interest we pay on deposits and borrowings increase faster than the interest earned on loans and investments.

Our results of operations will be affected by domestic economic conditions and the monetary and fiscal policies of the U.S. government and its agencies. The Federal Reserve has, and is likely to continue to have, an important impact on the operating results of lending institutions through its power to implement national monetary policy, among other things, in order to curb inflation or combat a recession. The Federal Reserve affects the levels of bank loans, investments and deposits through its control over the issuance of U.S. government securities, its regulation of the discount rate applicable to member banks and its influence over reserve requirements to which member banks are subject. Interest rates were at historically low levels until June 2004 at which time the Federal Reserve began increasing short-term interest rates 17 times or 425 basis points through June 29, 2006. Beginning September 18, 2007, the Federal Reserve began an interest rate easing of 325 basis points through April 30, 2008. During this period, a flattening and slight inversion of the treasury yield curve caused by increasing short-term rates and lagging long-term rates had a negative impact on our net interest margin. As the yield curve assumed a more normalized slope after short-term interest rates decreased in fiscal 2008 and 2009, we experienced a positive effect to our net interest margin. In the second quarter of fiscal 2009, the Federal Reserve decreased the Fed Funds Target Rate by a total of 175 basis points on three separate occasions. This was the first decrease in short-term interest rates since April 30, 2008. If short-term interest rates rise, and if rates on our deposits and borrowings re-price upwards faster than the rates on our long-term loans and investments, we may experience compression of our net interest margin, which will have a negative effect on our results of operations. We cannot predict the nature or impact of future changes in monetary and fiscal policies.

While we intend to manage the effects of changes in interest rates by adjusting the terms, maturities and pricing of our assets and liabilities, our efforts may not be effective in a changing rate environment and our financial condition and results of operations may suffer.

A significant portion of our loan portfolio is secured by real estate; therefore, we have a high degree of risk from a downturn in our real estate markets and the local economy.

A further downturn in the real estate market and local economy in South Dakota could hurt our business because a significant portion of our loans are secured by real estate located in South Dakota. Real estate values and real estate markets are generally affected by, among other things, changes in regional or local economic conditions, fluctuations in interest rates, and the availability of loans to potential purchasers. If real estate values decline in South Dakota, the value of real estate collateral securing our loans could be significantly reduced. Our ability to recover on defaulted loans by foreclosing and selling the real estate collateral would then be diminished and we would be more likely to suffer losses on defaulted loans.

Our loan concentration presents a business risk if the agriculture industry suffers a downturn.

Agricultural loans comprised 27.2% of our total loan and lease portfolio at June 30, 2009. A number of these loans have relatively large balances. The deterioration of one or a few of these loans may cause a significant increase in nonperforming loans. Furthermore, any extended period of low commodity prices, significantly reduced yields on crops, reduced levels of government assistance to the agricultural industry and/or reduced farmland values could result in a significant increase in our nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, and/or an increase in loan charge-offs, which would have an adverse impact on our results of operations and financial condition.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure. There is no assurance that any such losses would not materially and adversely affect our results of operations.

Negative developments in the financial industry and the credit markets may subject us to additional regulation.

As a result of ongoing challenges facing the U.S. economy, the potential exists for new laws and regulations regarding lending and funding practices and liquidity standards to be promulgated, and bank regulatory agencies are expected to be active in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Negative developments in the financial industry and credit markets, and the impact of new legislation in response to those developments, may negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and may adversely impact our financial performance.

Future acquisitions and expansion activities may disrupt our business, dilute existing stockholders and adversely affect our operating results.

We intend to continue to evaluate potential acquisitions and expansion opportunities in the normal course of our business. To the extent that we grow through acquisitions, we may not be able to

adequately or profitably manage this growth. Acquiring other banks, thrifts, or financial service companies, as well as other geographic and product expansion activities, involve various risks including:

Attractive acquisition opportunities may not be available to us in the future.

We expect that other banking and financial service companies, many of which have significantly greater resources than us, will compete with us in acquiring other banks, thrifts, and financial service companies. This competition could increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition that we believe is in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. Any acquisition could be dilutive to our earnings and stockholders' equity per share of our common stock.

Our ability to complete acquisitions and expansion activities, if any, may require us to raise additional capital that may not be available when it is needed or may not be available on terms acceptable to us.

We are required by regulatory agencies to maintain adequate levels of capital to support our operations and such levels may be increased by legislative and regulatory developments. To complete any future acquisitions and expansion activities, we may need to raise additional capital. Our ability to raise additional capital, if needed, will depend in part on conditions in the capital markets at that time, which are outside our control. Accordingly, we may not be able to raise additional capital, if needed, on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through organic or external growth could be materially impaired.

In the event that we are able to raise capital through the issuance of additional shares of common stock or other securities, the ownership interests of current investors would be diluted and the per share book value of our common stock may be diluted. New investors may also have rights, preferences and privileges senior to the holders of our common stock, which may adversely affect the holders of our common stock.

We are subject to security and operational risks relating to our use of technology that could damage our reputation and our business.

Security breaches in our Internet banking activities or other communication and information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations. We rely on standard Internet and other security systems to provide the security and authentication necessary to effect secure transmission of data. These precautions may not protect our systems from compromises or breaches of our security measures.

The loss of one or more of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel in the future, could harm our business.

As a community bank, we expect our future growth to be driven in large part by the relationships that our key personnel, including Curtis L. Hage, our Chairman, President and Chief Executive Officer, and Darrel L. Posegate, our Executive Vice President, Chief Financial Officer and Treasurer, maintain with our customers. We do not have long-term employment agreements with any of our officers or key employees. Messrs. Hage's and Posegate's employment agreements have a term of one year, which automatically renew on July 1 for an additional year unless, no later than December 31 of the previous year in the case of Mr. Hage, or March 31 of the previous year in the case of Mr. Posegate, either the Bank or the executive gives notice that the employment agreement shall not be extended.

The unexpected loss of any of our key employees could have a material adverse effect on our business and possibly result in reduced revenues and earnings.

Changes in or interpretations of accounting standards may materially impact our financial statements.

Accounting principles generally accepted in the United States and accompanying accounting pronouncements, implementation guidelines, interpretations and practices for many aspects of our business are complex and involve subjective judgments, including, but not limited to, accounting for the allowance for loan and lease losses and pending and incurred but not reported health claims. Changes in these estimates or changes in other accounting rules and principles, or their interpretation, could significantly change our reported earnings and operating results, and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations.

The holders of our junior subordinated debentures have rights that are senior to those of our stockholders.

We have supported our continued growth through the issuance of trust preferred securities from special purpose trusts and accompanying sales of junior subordinated debentures to these trusts. The accompanying junior subordinated debentures have an aggregate liquidation amount totaling $27.8 million as of June 30, 2009. Payments of the principal and interest on the trust preferred securities of these trusts are conditionally guaranteed by us. Further, the accompanying junior subordinated debentures that we issued to the trusts are senior to our shares of common stock. As a result, we must make payments on the junior subordinated debentures before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the junior subordinated debentures must be satisfied before any distributions can be made on our common stock.

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell shares of our common stock at times or at prices you find attractive.

The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility, which has reached unprecedented levels in past months. In some cases, the markets have produced downward pressure on stock prices for certain issuers without regard to those issuers' underlying financial strength. As a result, the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. This may make it difficult for you to resell shares of our common stock at times or at prices you find attractive.

The trading price of the shares of our common stock will depend on many factors that may change from time to time and may be beyond our control. Among the factors that could affect our stock price are those identified in the section entitled "Special Cautionary Note Regarding Forward-Looking Statements" and as follows:

A significant decline in our stock price could result in substantial losses for individual stockholders and could lead to costly and disruptive securities litigation.

Our ability to pay dividends depends primarily on dividends from our banking subsidiary, the Bank, which is subject to regulatory limits.

We are a unitary thrift holding company and our operations are conducted primarily by our banking subsidiary, the Bank. Since we receive substantially all of our revenue from dividends from the

Bank, our ability to pay dividends on our common stock depends on our receipt of dividends from the Bank.

Dividend payments from the Bank are subject to legal and regulatory limitations, generally based on net income and retained earnings. The ability of the Bank to pay dividends to us is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. The Bank may not be able to generate adequate cash flow to pay us dividends in the future. The inability to receive dividends from the Bank could have an adverse effect on our business and financial condition.

Furthermore, holders of our common stock are only entitled to receive the dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically paid cash dividends on our common stock, we are not required to do so and our Board of Directors could reduce or eliminate our common stock dividend in the future. This could adversely affect the market price of our common stock.

Additionally, we may elect in the future to defer interest payments on our junior subordinated debentures discussed above. The debenture agreements prohibit dividend payments on our common stock following the deferral of interest payments on the subordinated debentures underlying the trust preferred securities.

The trading volume in our common stock has been low, and the sale of a substantial number of shares of our common stock in the public market could depress the price of our common stock and make it difficult for you to sell your shares.

Our common stock is listed to trade on The Nasdaq Global Market but is thinly traded. As a result, you may not be able to sell your shares of common stock on short notice. Additionally, thinly traded stock can be more volatile than stock trading in an active public market. The sale of a substantial number of shares of our common stock at one time could depress the market price of our common stock, making it difficult for you to sell your shares and impairing our ability to raise capital.

We may raise additional capital, which could have a dilutive effect on the existing holders of our common stock and adversely affect the market price of our common stock.

Except as described in the section entitled "Underwriting," we are not restricted from issuing additional shares of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. We may evaluate opportunities to access the capital markets taking into account our regulatory capital ratios, financial condition and other relevant considerations, and subject to market conditions, we may take further capital actions in addition to issuance of the shares offered by this prospectus. Such actions could include, among other things, the issuance of additional shares of common stock in public or private transactions in order to further increase our capital levels above the requirements for a well-capitalized institution established by the federal bank regulatory agencies as well as other regulatory targets.

We face significant regulatory and other governmental risks as a financial institution, and it is possible that capital requirements and directives could in the future require us to change the amount or composition of our current capital, including common equity.

The issuance of any additional shares of common stock or securities convertible into or exchangeable for common stock or that represent the right to receive common stock, or the exercise of such securities, could be substantially dilutive to holders of our common stock, including purchasers of common stock in this offering. Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market

price of our common stock could decline as a result of sales of shares of our common stock made after this offering or the perception that such sales could occur.

Our Certificate of Incorporation provides that we may issue up to 10 million shares of common stock. As of September 17, 2009, (i) 4,044,418 shares of our common stock were issued and outstanding and (ii) 360,063 shares of our common stock were issuable under our equity compensation plans.

The common stock is equity and, therefore, is subordinate to our and our subsidiaries' indebtedness and any preferred stock.

Shares of the common stock are equity interests in us and do not constitute indebtedness. As such, shares of the common stock will rank junior to all current and future indebtedness and other nonequity claims on us with respect to assets available to satisfy claims on us, including in a liquidation of us. We may, and the Bank and our other subsidiaries may also, incur additional indebtedness from time to time and may increase our aggregate level of outstanding indebtedness. Additionally, holders of our common stock are subject to the prior dividend and liquidation rights of any holders of our preferred stock then outstanding.

Our Board of Directors is authorized to cause us to issue preferred stock, in one or more series, without any action on the part of our stockholders. If we issue preferred stock in the future that have a preference over our common stock with respect to the payment of dividends or upon liquidation, or if we issue preferred stock with voting rights that dilute the voting power of the common stock, then the rights of holders of our common stock or the market price of our common stock could be adversely affected.

Certain provisions of our Certificate of Incorporation and Bylaws, as well as Delaware and federal law, may discourage, delay or prevent an acquisition of control of us.

Certain provisions included in our Certificate of Incorporation and Bylaws, as well as certain provisions of the Delaware General Corporation Law and federal law, may discourage, delay or prevent potential acquisitions of control of us, particularly when attempted in a transaction that is not negotiated directly with, and approved by, our Board of Directors, despite possible benefits to our stockholders.

Specifically, our Certificate of Incorporation and Bylaws, as the case may be, include certain provisions that:

Furthermore, federal law requires OTS approval prior to any direct or indirect acquisition of "control" (as defined in OTS regulations) of the Bank, including any acquisition of control of us. Under OTS regulations, an acquiror is deemed, subject to rebuttal, to have acquired control of a savings association if the acquiror, directly or indirectly, or through one or more subsidiaries or transactions or acting in concert with one or more persons or companies, acquires more than 10 percent of any class of voting stock of a savings association and is subject to any of the enumerated control factors under the regulation.

We will receive net proceeds of approximately $ from the sale of shares of our common stock in this offering, after deducting the underwriting discount and estimated offering expenses of approximately $ payable by us, based on an assumed public offering price of $ per share, which was the closing price of our common stock on , 2009. If the underwriter's option to purchase additional shares is exercised in full, our net proceeds will be approximately $ .

We intend to use the net proceeds from this offering for the following purposes and in the following order of priority:

As of , 2009, we had aggregate borrowings of $ million under our line of credit with First Tennessee Bank National Association ("FTB"). Borrowings under the line of credit bear cash interest at the FTB base rate minus one-quarter percent, with a minimum interest rate of 4.0% per annum. As of June 30, 2009, the FTB base rate was 3.25%. The line of credit matures on September 30, 2009. We will utilize approximately $ of the net proceeds of this offering to repay our outstanding borrowings under the line of credit with FTB (or any successor lender that refinances such indebtedness prior to the completion of this offering), as well as accrued but unpaid interest thereon.

Borrowings under the line of credit were used by us, in part, (i) for the repurchase of the 25,000 outstanding shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, from the United States Department of the Treasury on June 3, 2009, (ii) for the repurchase of the Warrant to purchase 302,419 shares of our common stock at an exercise price of $12.40 per share from the United States Department of the Treasury on June 30, 2009 and (iii) provide a capital infusion to the Bank.

We will utilize the remainder of the net proceeds of this offering of approximately $ to strengthen the capital reserves of the Bank for general corporate purposes, including, without limitation, growing our lending activities through organic growth and/or, if appropriate opportunities arise, possible acquisitions of banks, thrifts and other financial services companies. At this time, we currently have no commitments or agreements with respect to any specific expansion or acquisition opportunity. The Bank is subject to regulatory capital requirements; therefore, we want to position the Company and the Bank so that it can effectively react to volatility in the economy and maintain the Bank's capital ratios well above minimum regulatory levels.

The following table sets forth our capitalization, our per common share book value, and our regulatory capital ratios, each as of June 30, 2009 on an actual basis and on an as adjusted basis to give effect to the issuance of the common stock offered hereby and the receipt of the net proceeds from the offering. The as adjusted capitalization assumes no exercise of the underwriter's over-allotment option.

		As of June 30, 2009

		Actual			As Adjusted(1)
		(Dollars in thousand, except share and per share data)
Cash and cash equivalents		$	18,511

	Total liabilities	$	1,108,121

Stockholders' equity
Preferred stock, $0.01 par value, 500,000 shares authorized, none outstanding			—
Series A Junior Participating Preferred Stock, $1.00 stated value, 50,000 shares authorized, none outstanding			—
Common stock, $0.01 par value, 10,000,000 shares authorized, 6,109,437 issued and outstanding			61
Common stock subscribed for but not issued			224
Additional paid-in capital			22,911
Retained earnings, substantially restricted			80,735
Accumulated other comprehensive (loss), net of related deferred tax effect			(4,359	)
Less cost of treasury stock, 2,083,455 shares			(30,897	)

	Total stockholders' equity	$	68,674

	Total capitalization	$	1,176,796

Book value per common share		$	17.06
Capital Ratios:
	Equity to total assets		5.84	%
	Tangible common equity to tangible assets		5.44
	Tier 1 capital (to adjusted total assets)(2)		8.45
	Tier 1 capital (to risk-weighted assets)		10.20
	Total risk-based capital (to risk-weighted assets)(2)		11.05

Our common stock is listed on The Nasdaq Global Market under the symbol "HFFC." As of September 17, 2009, 4,044,418 shares of our common stock were issued and outstanding, held of record by approximately 478 stockholders. On September 17, 2009, the last reported sale price of our common stock was $12.50 per share. The table below sets forth the high and low sale prices per share of our common stock on The Nasdaq Global Market and the dividends paid per share of our common stock for the indicated periods.

Quarter Ended	High		Low		Dividends per Share

Fiscal 2010
1st Quarter (through September 17, 2009)	$	13.00	$	11.50	$	—
Fiscal 2009
4^th Quarter	$	13.37	$	10.75	$	0.1125
3^rd Quarter		13.50		10.02		0.1125
2^nd Quarter		14.06		9.00		0.1125
1^st Quarter		16.30		12.15		0.1125
Fiscal 2008
4^th Quarter	$	18.03	$	16.00	$	0.1075
3^rd Quarter		16.55		14.92		0.1075
2^nd Quarter		16.75		14.14		0.1075
1^st Quarter		18.15		15.72		0.1050

Our ability to pay dividends on our common stock is dependent on the dividend payments we receive from the Bank, since we receive substantially all of our revenue in the form of dividends from the Bank. Future dividends are not guaranteed and will depend on our ability to pay them.

We and the Bank are subject to the oversight of the OTS and the Bank is also subject to the oversight of the FDIC. The OTS imposes various restrictions on the Bank's ability to make capital distributions, including cash dividends. The Bank must file a notice with the OTS at least 30 days before making a capital distribution. The Bank must also file an application for prior approval to make a dividend if the total amount of its capital distributions, including the proposed distribution, for the applicable calendar year would exceed an amount equal to the Bank's net income for that year plus retained net income for the previous two years.

Our ability to pay dividends is also subject to the terms of our outstanding trust preferred securities and the accompanying junior subordinated debentures. Under the terms of these debentures, we may defer interest payments on the debentures for up to five years. If we defer such interest payments, we may not declare or pay any cash dividends on any shares of our common stock during the deferral period.

In addition, we have a line of credit for $6.0 million with First Tennessee Bank National Association ("FTB"), with $5.95 million outstanding as of September 17, 2009. The line of credit matures on September 30, 2009. The Company expects to repay and replace the FTB line of credit before it matures on September 30, 2009. In case of default on the line of credit, our ability to pay cash dividends may be restricted.

The following is a brief description of the terms of our capital stock. This summary is not intended to be complete, and is subject to and qualified in its entirety by reference to the Delaware General Corporation Law, which we refer to as the DGCL, federal law and our Certificate of Incorporation and Bylaws, copies of which have been filed with the SEC and are available upon request from us.

Our Certificate of Incorporation provides that we may issue up to 10 million shares of common stock, par value of $0.01 per share. As of September 17, 2009, 4,044,418 shares of our common stock were issued and outstanding and held of record by approximately 478 stockholders. In addition, as of September 17, 2009, 360,063 shares of our common stock were issuable under our equity compensation plans. All outstanding shares of our common stock are validly issued, fully paid and nonassessable.

Our Board of Directors may, except as otherwise required by applicable law, The Nasdaq Stock Market or any other stock exchange or automated quotation system on which our securities may be listed or traded, issue additional shares of our common stock, or rights to purchase shares of our common stock, up to the aggregate amount of common stock authorized by our Certificate of Incorporation without the approval of our stockholders.

At any meeting of the stockholders, the holders of at least one-third of all of the shares of capital stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless and except to the extent that the presence of a larger number may be required by applicable law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter.

Each holder shall have one vote for every share of common stock entitled to vote that is registered in his, her or its name on the record date for the meeting, except as otherwise provided in our Certificate of Incorporation, our Bylaws or as required by applicable law.

Except as otherwise provided in our Certificate of Incorporation, our Bylaws or as required by applicable law, in general, matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes cast, subject to any voting rights granted to holders of any preferred stock. Notwithstanding the immediately preceding sentence, our Board of Directors has agreed to adopt a majority voting policy with respect to the election of directors in uncontested elections (the "Majority Voting Policy") commencing with our 2010 Annual Meeting of Stockholders. For a further discussion of the Majority Voting Policy, see the section set forth above entitled "Prospectus Summary—Recent Developments."

For further discussion of the voting rights of the holders of our common stock, see the section entitled "Anti-Takeover Effects of Certain Provisions of our Charter Documents and Law." There is no cumulative voting in the election of directors, which means that the holders of shares entitled to

exercise more than 50% of the voting rights in the election of directors are able to elect all of the directors.

Under our Certificate of Incorporation, no holder who beneficially owns in excess of 10% of our then-outstanding common stock (the "10% Limit") is entitled or permitted to cast any vote with respect to the shares held in excess of the 10% Limit. For further discussion of this voting limitation, see the section entitled "Anti-Takeover Effects of Certain Provisions of our Charter Documents and Law."

Subject to any preferential rights of any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends if, as and when declared by our Board of Directors out of any funds legally available for dividends. For further discussion of the rights of holders of our common stock to receive dividends, see the section entitled "Dividend Policy."

The holders of our common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate provision for, all of our known debts and liabilities and of preferences of any outstanding preferred stock. In the event of any liquidation, dissolution or winding up of the Bank, we, as the sole holder of the Bank's capital stock, would be entitled to receive, after payment or provisions for payment of all debts or liabilities of the Bank (including all deposit accounts and accrued interest thereon), all of the assets of the Bank legally available for distribution.

The terms of our outstanding trust preferred securities and the accompanying junior subordinated debentures permit us under certain circumstances to defer interest payments on the debentures for up to five years. If we defer interest payments on these debentures, we may not during the deferral period:

Each share of our common stock has the same relative rights and is identical in all respects to each other share of our common stock. Our common stock has no preemptive, conversion or redemption rights or sinking fund provisions. Subject to compliance with applicable federal and state securities laws, our common stock may be transferred without any restrictions or limitations.

For a summary of the provisions of our Certificate of Incorporation and Bylaws that may have the effect of delaying, deterring or preventing a change in control of us and that would operate only with respect to an extraordinary transaction involving us (or our subsidiaries), such as a merger, reorganization, tender offer, sale or transfer of substantially all of our assets, see the section set forth below entitled "Anti-Takeover Effect of Certain Provisions of Our Charter Documents and Law."

The transfer agent and registrar for shares of our common stock is BNY Mellon Shareowner Services.

We are authorized to issue 500,000 shares of preferred stock, par value $0.01 per share. As of the date of this prospectus, no shares of preferred stock are outstanding. The Board of Directors may authorize, subject to any limitations prescribed by applicable law, the issuance of preferred stock in one

or more series and may determine, with respect to any such series, the designations, powers, preferences and rights of such series, and any qualifications, limitations or restrictions thereof, including, without limitation, dividend rates, conversion rates, voting rights, redemption price and liquidation preferences, and may fix the number of shares to be included in any such series. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up.

We believe that the ability of our Board of Directors to authorize the issuance of one or more series of preferred stock will provide us with flexibility in structuring possible future financings and acquisitions and in meeting other corporate needs that might arise. The authorized shares of preferred stock will be available for issuance without further action by our stockholders unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

The issuance of shares of our preferred stock may adversely affect the holders of our common stock, including, without limitation, (i) restricting dividends on our common stock, (ii) diluting the voting power of our common stock and (iii) impairing the liquidation rights of our common stock. Furthermore, our Board of Directors could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt of us.

The following is a summary of certain provisions of law and of our Certificate of Incorporation and our Bylaws that may have the effect of discouraging, delaying or preventing a change of control, change in management or an unsolicited acquisition proposal that a stockholder might consider favorable, including proposals that might result in the payment of a premium over the market price for the shares held by our stockholders. This summary is not intended to be complete and is subject to and qualified in its entirety by reference to the laws and documents referenced herein.

Our Certificate of Incorporation and Bylaws contain certain provisions that make it more difficult to acquire control of us by means of a tender offer, open market purchase, a proxy fight or otherwise. These provisions are designed to encourage persons seeking to acquire control of us to negotiate with our Board of Directors. We believe that, as a general rule, the interests of our stockholders are best served if any change in control results from negotiations with our Board of Directors.

Our Certificate of Incorporation provides for a classified board to which approximately one-third of our Board of Directors is elected each year at our annual meeting of stockholders. Accordingly, our directors serve three-year terms rather than one-year terms. The classification of our Board of Directors has the effect of making it more difficult for stockholders to change the composition of our Board of Directors. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our Board of Directors. Such a delay may help ensure that our directors, if confronted by a holder attempting to force a proxy contest, a tender or exchange offer, or an extraordinary corporate transaction, would have sufficient time to review the proposal as well as any available alternatives to the proposal and to act in what they believe to be the best interests of our stockholders. The classification provisions apply to every election of directors, regardless of whether a change in the composition of our Board of Directors would be beneficial to us and our stockholders and whether or not a majority of our stockholders believe that such a change would be desirable.

The classification of our Board of Directors could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise attempting to obtain control of us, even though such an attempt might be beneficial to us and our stockholders. The classification of our Board of Directors could thus increase the likelihood that incumbent directors will retain their

positions. Currently, our directors are elected by a plurality of the votes cast. We have agreed to adopt a majority voting policy with respect to the election of directors in uncontested elections (the "Majority Voting Policy") commencing with our 2010 Annual Meeting of Stockholders. For a further discussion of the Majority Voting Policy, see the section set forth above entitled "Prospectus Summary—Recent Developments." In addition, because the classification of our Board of Directors may discourage accumulations of large blocks of our stock by purchasers whose objective is to take control of us and remove a majority of our Board of Directors, the classification of our Board of Directors could tend to reduce the likelihood of fluctuations in the market price of our common stock that might result from accumulations of large blocks of our common stock for such a purpose. Accordingly, our stockholders could be deprived of certain opportunities to sell their shares at a higher market price than might otherwise be the case.

Our Certificate of Incorporation provides that any person who directly or indirectly beneficially owns in excess of 10% of the then-outstanding shares of our common stock as of the record date for the determination of stockholders entitled to vote on any matter (the "10% Limit") will not be entitled or permitted to cast any vote in respect of the shares held in excess of the 10% Limit. Beneficial ownership is determined pursuant to the federal securities laws and generally includes, but is not limited to, shares as to which any person and his, her or its affiliates (i) have the right to acquire upon the exercise of conversion rights, exchange rights, warrants or options, and (ii) have sole or share voting or investment power (provided, that such person and his, her or its affiliates shall not be deemed the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders with respect to the shares of which neither such person nor any such affiliates are otherwise deemed the beneficial owner).

This provision is intended to limit the ability of any person to acquire a significant number of shares of our common stock and thereby gain sufficient voting control so as to cause us to effect a transaction that may not be in the best interests of our stockholders generally. This provision will not prevent a stockholder from seeking to acquire a controlling interest but will prevent a stockholder from voting more than 10% of the outstanding shares of our common stock. This provision in our Certificate of Incorporation makes an acquisition, merger or other similar corporate transaction less likely to occur, even if such transaction is supported by most stockholders, because it can prevent a holder of shares in excess of the 10% Limit from voting the excess shares in favor of the transaction. Thus, it may be deemed to have an anti-takeover effect.

Our Certificate of Incorporation and Bylaws, as the case may be, also contain additional provisions that may make takeover attempts and other acquisitions of interests in us more difficult where the takeover attempt or other acquisition has not been approved by our Board of Directors. These provisions include:

Our Certificate of Incorporation provides that, subject to the rights of any holders of our preferred stock to act by written consent instead of a meeting, stockholder action may be taken only at an annual meeting or special meeting of the stockholders and may not be taken by written consent. The Certificate of Incorporation also includes provisions that make it difficult to replace directors. Specifically, subject to the rights of any holders of our preferred stock, a director who is not otherwise disqualified as provided in our Certificate of Incorporation may only be removed prior to the expiration of a term for cause by the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of capital stock entitled to vote in an election of directors, voting together as a single class. In addition, subject to the rights of any holders of our preferred stock, any vacancies on the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled only by a majority vote of the directors then in office.

Furthermore, federal law requires OTS approval prior to any direct or indirect acquisition of "control" (as defined in OTS regulations) of the Bank, including any acquisition of control of us.

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income and estate tax considerations with respect to the ownership and disposition of shares of our common stock applicable to certain non-U.S. holders (as defined below) who acquire such shares in this offering and hold such shares as a capital asset for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, a "non-U.S. holder" means a beneficial owner of our common stock (other than a pass through entity for U.S. federal income tax purposes or investor in a pass through entity for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service and other applicable authorities as of the date hereof. These authorities may change, perhaps retroactively, which could result in U.S. federal income and estate tax consequences different from those discussed herein. This discussion does not address all aspects of U.S. federal income and estate taxation (such as the alternative minimum tax) and does not describe any foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, this discussion does not describe the U.S. federal income and estate tax consequences applicable to a non-U.S. holder who is subject to special treatment under U.S. federal income tax laws (including insurance companies, tax-exempt organizations, financial institutions, brokers or dealers in securities, "controlled foreign corporations," "passive foreign investment companies," a corporation that accumulates earnings to avoid U.S. federal income tax, pass-through entities or investors in pass-through entities, non-U.S. holders that hold our common stock as part of a straddle, hedge, conversion transaction or other integrated investment, and certain United States expatriates). We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this discussion.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income and estate tax treatment of a partner of that partnership will generally depend on the status of the partner and the activities of the partnership. Partners of a partnership holding our common stock should consult their tax advisor as to the particular U.S. federal income and estate tax consequences applicable to them.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY PROSPECTIVE PURCHASER OF OUR COMMON STOCK. ADDITIONALLY, THIS DISCUSSION CANNOT BE USED BY ANY HOLDER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT MAY BE IMPOSED ON SUCH HOLDER. IF YOU ARE CONSIDERING THE PURCHASE OF OUR COMMON STOCK, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES OF OWNING AND DISPOSING SHARES OF OUR COMMON

STOCK IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF APPLICABLE STATE, LOCAL OR FOREIGN TAXING JURISDICTIONS. YOU SHOULD ALSO CONSULT WITH YOUR TAX ADVISORS CONCERNING LEGISLATION THAT WOULD AFFECT YOUR INVESTMENT IN OUR COMMON STOCK IN YOUR PARTICULAR CIRCUMSTANCES.

In general, if distributions are made with respect to our common stock, such distributions will be treated as dividends to the extent of our current and accumulated earnings and profits as determined for U.S. federal income tax purposes and will be subject to withholding as discussed below. Any portion of a distribution not constituting a dividend will first be applied to reduce the non-U.S. holder's adjusted basis in the non-U.S. holder's shares of our common stock and, to the extent such portion exceeds the non-U.S. holder's adjusted basis, the excess will be treated as gain from the disposition of such stock, the tax treatment of which is discussed below under "Gain on Sale or Other Disposition of Common Stock."

Dividends paid to a non-U.S. holder of our common stock will generally be subject to withholding of U.S. federal income tax at a rate of 30% of the gross amount or such lower rate as may be specified by an applicable tax treaty. Dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, where a tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) are not subject to U.S. withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. holder were a United States person as defined under the Code, unless an applicable tax treaty provides otherwise. Any dividends received by a foreign corporation that are effectively connected with its conduct of trade or business within the United States may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required to (i) complete Internal Revenue Service Form W-8BEN (or other applicable form) and certify under penalties of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits, or (ii) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury regulations. A non-U.S. holder of our common stock eligible for a reduced rate of U.S. withholding tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service.

In general, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of the non-U.S. holder's shares of our common stock unless:

Gain that is effectively connected with the conduct of a trade or business carried on by the non-U.S. holder in the United States (or so treated) as described in the first bullet point immediately above, generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates applicable to United States persons, as defined under the Code. If the non-U.S. holder is a foreign corporation, it may be subject to the branch profits tax described above equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point immediately above who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition of our common stock will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by United States source capital losses. A non-U.S. holder described in the third bullet point above will be subject to U.S. federal income tax with respect to the gain recognized in the same manner as if the non-U.S. holder were a United States person as defined under the Code.

An individual non-U.S. holder who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) and an entity the property of which is includible in such individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, our common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of the information returns reporting such dividends and withholding may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

A non-U.S. holder will generally be subject to backup withholding on dividends paid to such non-U.S. holder on our common stock unless such holder certifies under penalties of perjury that, among other things, it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such non-U.S. holder otherwise establishes an exemption.

Depending on the circumstances, information reporting and backup withholding may apply to the proceeds received from the sale or other disposition of our common stock, unless the beneficial owner certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

U.S. backup withholding is not an additional income tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be credited against the non-U.S. holder's U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

We are offering the shares of our common stock described in this prospectus in an underwritten offering in which Sandler O'Neill & Partners, L.P. is acting as sole underwriter. We have entered into an underwriting agreement with Sandler O'Neill & Partners, L.P. with respect to the common stock being offered. Subject to the terms and conditions contained in the underwriting agreement, Sandler O'Neill & Partners, L.P. has agreed to purchase all of the shares of our common stock being offered by this prospectus.

The underwriting agreement provides that the underwriter's obligation to purchase shares of our common stock depends on the satisfaction of the conditions contained in the underwriting agreement, including:

Subject to these conditions, Sandler O'Neill & Partners, L.P. is committed to purchase and pay for all shares of our common stock offered by this prospectus, if any such shares are taken. However, Sandler O'Neill & Partners, L.P. is not obligated to take or pay for the shares of our common stock covered by the underwriter's over-allotment option described below, unless and until such option is exercised.

At our request, the underwriter has reserved up to shares of our common stock in the offering for sale to our directors, employees, members of their families and other individuals identified by us at the public offering price set forth on the cover page of this prospectus. These individuals must commit to purchase the reserved shares from the underwriter at the same time as the general public. The number of shares available for sale to the general public will be reduced to the extent these individuals purchase the reserved shares. Any reserved shares purchased by our directors or executive officers will be subject to the restrictions on re-sale included in the lock-up agreements described below. We are not making loans to these officers, directors, family members or others to purchase such shares.

We have granted the underwriter an option, exercisable no later than 30 days after the date of the underwriting agreement, to purchase up to an aggregate of additional shares of common stock at the public offering price, less the underwriting discounts and commissions set forth on the cover page of this prospectus. We will be obligated to sell these shares of common stock to the underwriter to the extent the over-allotment option is exercised. The underwriter may exercise this option only to cover over-allotments, if any, made in connection with the sale of our common stock offered by this prospectus.

The underwriter proposes to offer our common stock directly to the public at the offering price set forth on the cover page of this prospectus and to dealers at the public offering price less a concession not in excess of $ per share. The underwriter may allow, and the dealers may re-allow, a concession not in excess of $ per share on sales to other brokers and dealers. After the public offering of our common stock, the underwriter may change the offering price, concessions and other selling terms.

The following table shows the per share and total underwriting discounts and commissions that we will pay to the underwriter and the proceeds we will receive before expenses. These amounts are shown

assuming both no exercise and full exercise of the underwriter's option to purchase additional shares of our common stock.

In addition to the underwriting discount, we will reimburse the underwriter for its reasonable out-of-pocket expenses incurred in connection with its engagement as underwriter, regardless of whether this offering is consummated, including, without limitation, legal fees and expenses, marketing, syndication and travel expenses. We estimate that the total expenses of this offering, exclusive of underwriting discounts and commissions, will be approximately $ , and are payable by us.

We have agreed to indemnify the underwriter, and persons who control the underwriter, against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriter may be required to make in respect of these liabilities.

We and each of our directors and executive officers (each a "Covered Person") have entered into a form of lock-up agreement, whereby we and each Covered Person has agreed for a period of 90 days after the date of this prospectus, subject to certain exceptions, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge, directly or indirectly, any shares of our common stock or securities convertible into, exchangeable or exercisable for any shares of our common stock or warrants or other rights to purchase shares of our common stock or any other securities of us that are substantially similar to our common stock, without, in each case, the prior written consent of Sandler O'Neill & Partners. These restrictions are expressly agreed to preclude us and each Covered Person from engaging in any hedging or other transaction or arrangement that is designed to, or which reasonably could be expected to, lead to or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of our common stock, whether any such transaction is to be settled by delivery of shares of our common stock or other securities, in cash or otherwise, even if such shares would be disposed of by someone other than a Covered Person. The 90-day restricted period described above will be automatically extended if (i) during the last 18 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs, or (ii) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results or become aware that material news or a material event relating to us will occur during the 16-day period beginning on the last day of the 90-day restricted period, in which case the restricted period will continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event.

In connection with this offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on The Nasdaq Global Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

In connection with this offering, the underwriter and selected dealers, if any, who are qualified market makers on The Nasdaq Global Market, may engage in passive market making transactions in our common stock on The Nasdaq Global Market in accordance with Rule 103 of Regulation M under the Securities Act. Rule 103 permits passive market making activity by the participants in our common stock offering. Passive market making may occur before the pricing of our offering, or before the commencement of offers or sales of our common stock. Each passive market maker must comply with applicable volume and price limitations and must be identified as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for the security. If all independent bids are lowered below the bid of the passive market maker, however, the bid must then be lowered when purchase limits are exceeded. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker's average daily trading volume in the common stock during a specified period and must be discontinued when that limit is reached. The underwriter and other dealers are not required to engage in passive market making and may end passive market making activities at any time.

Sandler O'Neill & Partners, L.P. and some of its respective affiliates have performed and expect to continue to perform financial advisory and investment banking services for us in the ordinary course of their respective businesses, and may have received, and may continue to receive, compensation for such services.

Our common stock is being offered by the underwriter, subject to prior sale, when, as and if issued and accepted by it, subject to approval of certain legal matters by counsel for the underwriter and other conditions.

The validity of the common stock will be passed upon for us by Fulbright & Jaworski L.L.P. Certain legal matters will be passed upon for the underwriter by Vedder Price P.C., Chicago, Illinois.

The consolidated balance sheets of HF Financial Corp. and subsidiaries as of June 30, 2009 and 2008, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 2009 have been incorporated by reference herein in reliance upon the report of Eide Bailly, LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the common stock hereunder. All amounts are estimates except the SEC registration fee, and The Nasdaq Global Market listing fee.

		Amount to be paid

SEC Registration Fee		$	873.00
Nasdaq Global Market Listing Fee			*
FINRA Filing Fee			*
Legal Fees and Expenses			*
Accounting Fees and Expenses			*
Printing and Engraving Expenses			*
Blue Sky Fees and Expenses			*
Transfer Agent and Registration Fees			*
Miscellaneous Expenses			*

	Total		*

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless

and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; that the indemnification and advancement of expenses provided for shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Our Certificate of Incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of their fiduciary duties as directors, subject to certain exceptions provided therein.

Our Certificate of Incorporation provides that each person who was or is threatened to be made a party to or is involved in any action, suit or proceeding, referred to herein collectively as a "proceeding," by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust, or other enterprise, will be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law as the same exists or may be amended after the date of this prospectus (but, in the case of any amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Delaware General Corporation Law permitted the Company to provide prior to that amendment), against all expense, liability, and loss reasonably incurred or suffered by such person in connection therewith and such indemnification will continue as to a person who has ceased to be a director or officer and will inure to the benefit of his or her heirs, executors, and administrators; provided, however, the Company will indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by our Board of Directors. Such persons are also entitled under this section to be paid by the Company his or her expenses incurred in defending any such proceeding in advance of its final disposition.

We maintain directors and officers liability insurance for the benefit of our directors and officers.

The foregoing discussion of Section 145 of the General Corporation Law of the State of Delaware and our Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to such statute and our Certificate of Incorporation.

On November 21, 2008, we entered into a purchase agreement with the United States Department of the Treasury, pursuant to which we agreed to issue and sell (i) 25,000 shares of our Fixed Rate

Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share and (ii) a warrant to purchase up to 302,419 shares of our common stock, par value $0.01 per share, at an initial exercise price of $12.40 per share, for an aggregate purchase price of $25.0 million in cash. These securities were sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Section (4)(2) of the Securities Act of 1933, as amended. The purchaser in such transaction was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.

For further discussion of our subsequent repurchase of the above preferred stock and warrant, see the section set forth above entitled "Prospectus Summary—TARP Capital Purchase Program."

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(a) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Sioux Falls, state of South Dakota, on September 18, 2009.

Each person whose signature appears below appoints Curtis L. Hage and Darrel L. Posegate, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement (including any amendment thereto) of the Registrant to be filed after the date hereof pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in fact and agents or any of them or their or his or her substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit Number			Description

	1.1**		Underwriting Agreement.
	3.1		Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 from the Company's Current Report on Form 8-K dated August 11, 2009, and filed with the SEC on August 17, 2009, file no. 033-44383).
	3.2		Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 from the Company's Current Report on Form 8-K dated October 15, 2008, and filed with the SEC on October 17, 2008, file no. 033-44383).
	3.3		Form of Certificate of Designations of Series A Junior Participating Preferred Stock, dated October 23, 1996 (incorporated herein by reference to Exhibit A to Exhibit 1 of the Company's 8A filed with the SEC on October 29, 1996, file no. 033-44383).
	3.4		Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated November 19, 2008 (incorporated herein by reference to Exhibit 3.1 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC on November 24, 2008, file no. 033-44383).
	3.5		Certificate of Elimination of Series A Junior Participating Preferred Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series A of HF Financial Corp. (incorporated herein by reference to Exhibit 3.1 from the Company's Current Report on Form 8-K dated August 11, 2009, and filed with the SEC on August 17, 2009, file no. 033-44383).
	4.1		Form of Common Stock Certificate, par value $0.01 per share (incorporated herein by reference to Exhibit 4.1 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, file no. 033-44383).
	4.2		Form of Series A Junior Participating Preferred Stock Certificate, par value $1.00 per share (incorporated herein by reference to Exhibit B to Exhibit 1 of the Company's Form 8A filed with the SEC on October 29, 1996, file no. 033-44383).
	4.3		Warrant to Purchase Common Stock, dated November 21, 2008 (incorporated herein by reference to Exhibit 4.1 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC on November 24, 2008, file no. 033-44383).
	4.4		Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit 4.2 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC on November 24, 2008, file no. 033-44383).
	5.1**		Opinion of Fulbright & Jaworski L.L.P.
	10.1		Guarantee Agreement dated July 11, 2002, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 033-44383).
	10.2		Indenture dated July 11, 2002, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 033-44383).
	10.3		Guarantee Agreement dated December 19, 2002, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, file no. 033-44383).

Exhibit Number			Description

	10.4		Indenture dated December 19, 2002, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, file no. 033-44383).
	10.5		Guarantee Agreement dated September 25, 2003, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, file no. 033-44383).
	10.6		Indenture dated September 25, 2003, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, file no. 033-44383).
	10.7		Guarantee Agreement dated December 7, 2006, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, file no. 033-44383).
	10.8		Indenture dated December 7, 2006, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, file no. 033-44383).
	10.9		Letter Agreement dated June 3, 2003, between HF Financial Corp. and First Tennessee Bank, NA (incorporated herein by reference to Exhibit 10.19 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003, file no. 033-44383).
	10.10		Letter Agreement dated June 26, 2008, between HF Financial Corp. and First Tennessee Bank, NA (incorporated herein by reference to Exhibit 10.10 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2008, file no. 033-44383).
	10.11		Commitment Letter/Letter Agreement effective May 15, 2009, between HF Financial Corp. and FTN Financial Group (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated May 15, 2009, and filed with the SEC on May 21, 2009, file no. 033-44383).
	10.12+		HF Financial Corp. 1991 Stock Option and Incentive Plan (incorporated herein by reference to the exhibits from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1993, file no. 033-44383).
	10.13+		Amendment No. 1 to the HF Financial Corp. 1991 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.6 from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1997, file no. 033-44383).
	10.14+		HF Financial Corp. 1996 Director Restricted Stock Plan (incorporated herein by reference to Exhibit 10.7 from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1997, file no. 033-44383).
	10.15+		HF Financial Corp. 2002 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 15, 2002, file no. 033-44383).
	10.16+		Amendment No. 1 to the HF Financial Corp. 2002 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.16 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, file no. 033-44383).
	10.17+		Form of HF Financial Corp. 2002 Stock Option and Incentive Plan Stock Appreciation Rights Agreement (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated September 13, 2006, and filed with the SEC on September 19, 2006, file no. 033-44383).

Exhibit Number			Description

	10.18+		Form of HF Financial Corp. 2002 Stock Option and Incentive Plan Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated September 26, 2005, and filed with the SEC on September 30, 2005, file no. 033-44383).
	10.19+		Restated Employment Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.20+		Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.3 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.21+		Form of Restated Employment Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and each of Darrel L. Posegate, David A. Brown, Jon M. Gadberry, Brent R. Olthoff and Natalie A. Sundvold (incorporated herein by reference to Exhibit 10.2 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.22+		Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Darrel L. Posegate (incorporated herein by reference to Exhibit 10.4 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.23+		Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and David A. Brown (incorporated herein by reference to Exhibit 10.5 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.24+		Form of Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and each of Jon M. Gadberry, Brent R. Olthoff and Natalie A. Sundvold (incorporated herein by reference to Exhibit 10.6 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.25+		Home Federal Bank Amended and Restated Deferred Compensation Agreement for Curtis L. Hage, made December 31, 2008, by and between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.7 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.26+		HF Financial Corp. Excess Pension Plan for Executives (as amended and restated effective January 1, 2009) (incorporated herein by reference to Exhibit 10.8 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.27+		Home Federal Bank Short-Term Incentive Plan (as amended and restated effective July 1, 2008) (incorporated herein by reference to Exhibit 10.9 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).
	10.28+		Home Federal Bank Fifth Amended and Restated Long-Term Inventive Plan (as amended and restated effective July 1, 2008) (incorporated herein by reference to Exhibit 10.10 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).

Exhibit Number			Description

	10.29+		Form of Letter Agreement with Senior Executive Officers (incorporated herein by reference to Exhibit 10.2 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC on November 24, 2008, file no. 033-44383).
	10.30+		Form of Waiver executed by Senior Executive Officers (incorporated herein by reference to Exhibit 10.3 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC on November 24, 2008, file no. 033-44383).
	10.31		Letter Agreement, dated November 21, 2008, including Securities Purchase Agreement—Standard Terms incorporated by reference therein, between HF Financial Corp. and the United States Department of the Treasury (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC on November 24, 2008, file no. 033-44383).
	10.32		Repurchase Letter Agreement, dated June 3, 2009, between HF Financial Corp. and the United States Department of the Treasury (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated June 3, 2009, and filed with the SEC on June 4, 2009, file no. 033-44383).
	10.33		Warrant Repurchase Letter Agreement, dated June 30, 2009, between HF Financial Corp. and the United States Department of the Treasury (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated June 30, 2009, and filed with the SEC on June 30, 2009, file no. 033-44383).
	21.1		Subsidiaries of Registrant (incorporated herein by reference to Exhibit 21.1 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, file no. 033-44383).
	23.1*		Consent of Independent Registered Accounting Firm.
	23.2**		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
	24.1		Power of Attorney (set forth on the signature page).


Delaware	6035	46-0418532
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

Title of Each Class of Securities Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee




Common Stock, par value $0.01 per share	$15,000,000.00	$873.00(3)

	Per Share	Total

Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to HF Financial Corp. (before expenses)	$	$

Purpose	Estimated Amount

Repayment of outstanding loan	$	%
Add capital to the Bank	$	%


Joseph T. Kinning, Esq. Fulbright & Jaworski L.L.P. 2100 IDS Center 80 South Eighth Street Minneapolis, MN 55402-2112 (612) 321-2800		Daniel O'Rourke, Esq. Jennifer Durham King, Esq. Vedder Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 (312) 609-7500


Special Cautionary Note Regarding Forward-Looking Statements		i
About This Prospectus		ii
Where You can Find More Information		iii
Prospectus Summary		1
Risk Factors		13
Use of Proceeds		26
Capitalization		27
Price Range of Common Stock		28
Dividend Policy		28
Description of Capital Stock		29
Anti-Takeover Effects of Certain Provisions of Our Charter Documents and Law		31
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock		34
Underwriting		37
Legal Matters		41
Experts		41

	Per Share	Without Option	With Option

Public offering price	$	$	$
Underwriting discounts and commissions payable by us	$	$	$
Proceeds to us, before expenses	$	$	$


		HF FINANCIAL CORP.
		By:		/s/ CURTIS L. HAGE Curtis L. Hage, Chairman, President and Chief Executive Officer

Signature	Title	Date


/s/ CURTIS L. HAGE Curtis L. Hage	Chairman, President and Chief Executive Officer (Principal Executive and Operating Officer)	September 18, 2009
/s/ DARREL L. POSEGATE Darrel L. Posegate	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	September 18, 2009
/s/ THOMAS L. VAN WYHE Thomas L. Van Wyhe	Director	September 18, 2009
/s/ CURTIS J. BERNARD Curtis J. Bernard	Director	September 18, 2009

Signature	Title	Date


/s/ CHARLES T. DAY Charles T. Day	Director	September 18, 2009
/s/ ROBERT L. HANSON Robert L. Hanson	Director	September 18, 2009
/s/ WILLIAM G. PEDERSON William G. Pederson	Director	September 18, 2009
/s/ CHRISTINE E. HAMILTON Christine E. Hamilton	Director	September 18, 2009