Exhibit

4.5




 




 




CAPITAL SECURITIES

GUARANTEE AGREEMENT




 




 




 




 




COMMUNITY FIRST

BANKSHARES, INC.




 




 




AND




 




 




WILMINGTON TRUST

COMPANY




 




 




 




 




 




DATED: March 4,

2003




 





























TABLE OF CONTENTS




 




 




	

  ARTICLE I – DEFINITIONS AND INTERPRETATION


  
	

   


  
	

   


  	

  SECTION 1.1


  	

  Definitions

  and Interpretation


  
	

   


  	

   


  	

   


  
	

  ARTICLE II – TRUST INDENTURE ACT


  
	

   


  
	

   


  	

  SECTION

  2.1


  	

  Trust

  Indenture Act; Application


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 2.2


  	

  Lists of

  Holders of Securities


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  2.3


  	

  Reports

  by the Capital Guarantee Trustee


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  2.4


  	

  Periodic

  Reports to Capital Guarantee Trustee


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  2.5


  	

  Evidence

  of Compliance with Conditions Precedent


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 2.6


  	

  Events of

  Default; Waiver


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 2.7


  	

  Event of Default;

  Notice


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 2.8


  	

  Conflicting Interests


  
	

   


  	

   


  	

   


  
	

  ARTICLE III – POWERS, DUTIES AND RIGHTS OF

  CAPITAL GUARANTEE TRUSTEE


  
	

   


  
	

   


  	

  SECTION

  3.1


  	

  Powers

  and Duties of the Capital Guarantee Trustee


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  3.2


  	

  Certain

  Rights of Capital Guarantee Trustee


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  3.3


  	

  Not

  Responsible for Recitals or Issuance of Guarantee


  
	

   


  	

   


  	

   


  
	

  ARTICLE IV – CAPITAL GUARANTEE TRUSTEE


  
	

   


  
	

   


  	

  SECTION

  4.1


  	

  Capital

  Guarantee Trustee; Eligibility


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 4.2


  	

  Appointment, Removal and Resignation of

  Capital Guarantee Trustees


  
	

   


  	

   


  	

   


  
	

  ARTICLE V - GUARANTEE


  
	

   


  
	

   


  	

  SECTION

  5.1


  	

  Guarantee


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 5.2


  	

  Waiver of

  Notice and Demand


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 5.3


  	

  Obligations Not

  Affected


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 5.4


  	

  Rights of Holders


  





 




i





























 




	

   


  	

  SECTION 5.5


  	

  Guarantee of Payment


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  5.6


  	

  Subrogation


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 5.7


  	

  Independent

  Obligations


  
	

   


  	

   


  	

   


  
	

  ARTICLE VI – LIMITATION OF TRANSACTIONS;

  SUBORDINATION


  
	

   


  
	

   


  	

  SECTION 6.1


  	

  Limitation of

  Transactions


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  6.2


  	

  Ranking


  
	

   


  	

   


  	

   


  
	

  ARTICLE VII - TERMINATION


  
	

   


  
	

   


  	

  SECTION

  7.1


  	

  Termination


  
	

   


  	

   


  	

   


  
	

  ARTICLE VIII - INDEMNIFICATION


  
	

   


  
	

   


  	

  SECTION

  8.1


  	

  Exculpation


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION 8.2


  	

  Indemnification


  
	

   


  	

   


  	

   


  
	

  ARTICLE IX - MISCELLANEOUS


  
	

   


  
	

   


  	

  SECTION 9.1


  	

  Successors and

  Assigns


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  9.2


  	

  Amendments


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  9.3


  	

  Notices


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  9.4


  	

  Benefit


  
	

   


  	

   


  	

   


  
	

   


  	

  SECTION

  9.5


  	

  Governing

  Law


  





 




ii





























 




CROSS REFERENCE

TABLE




 








	

  Section of Trust


  Indenture Act of


  1939, as Amended


  	

   


  	

  Section of


  Guarantee


  Agreement


  	

   


  
	

  310


  	

  (a)


  	

   


  	

  4.1(a)


  	

   


  
	

  310


  	

  (b)


  	

   


  	

  4.1(c), 2.8


  	

   


  
	

  310


  	

  (c)


  	

   


  	

  Inapplicable


  	

   


  
	

  311


  	

  (a)


  	

   


  	

  2.2(b)


  	

   


  
	

  311


  	

  (b)


  	

   


  	

  2.2(b)


  	

   


  
	

  311


  	

  (c)


  	

   


  	

  Inapplicable


  	

   


  
	

  312


  	

  (a)


  	

   


  	

  2.2(a)


  	

   


  
	

  312


  	

  (b)


  	

   


  	

  2.2(b)


  	

   


  
	

  313


  	

   


  	

   


  	

  2.3


  	

   


  
	

  314


  	

  (a)


  	

   


  	

  2.4


  	

   


  
	

  314


  	

  (b)


  	

   


  	

  Inapplicable


  	

   


  
	

  314


  	

  (c)


  	

   


  	

  2.5


  	

   


  
	

  314


  	

  (d)


  	

   


  	

  Inapplicable


  	

   


  
	

  314


  	

  (e)


  	

   


  	

  1.1, 2.5, 3.2


  	

   


  
	

  314


  	

  (f)


  	

   


  	

  2.1, 3.2


  	

   


  
	

  315


  	

  (a)


  	

   


  	

  3.1(d)


  	

   


  
	

  315


  	

  (b)


  	

   


  	

  2.7


  	

   


  
	

  315


  	

  (c)


  	

   


  	

  3.1


  	

   


  
	

  315


  	

  (d)


  	

   


  	

  3.1(d)


  	

   


  
	

  316


  	

  (a)


  	

   


  	

  1.1, 3.6, 5.4


  	

   


  
	

  316


  	

  (b)


  	

   


  	

  5.3


  	

   


  
	

  316


  	

  (c)


  	

   


  	

  8.2


  	

   


  
	

  317


  	

  (a)


  	

   


  	

  Inapplicable


  	

   


  
	

  317


  	

  (b)


  	

   


  	

  Inapplicable


  	

   


  
	

  318


  	

  (a)


  	

   


  	

  2.1(b)


  	

   


  
	

  318


  	

  (b)


  	

   


  	

  2.1


  	

   


  
	

  318


  	

  (c)


  	

   


  	

  2.1(a)


  	

   


  










 




iii





























 




CAPITAL SECURITIES

GUARANTEE AGREEMENT




 




This GUARANTEE

AGREEMENT (the “Capital Securities Guarantee”), dated as of March 4, 2003, is

executed and delivered by Community First Bankshares, Inc., a Delaware

corporation (the “Guarantor”), and Wilmington Trust Company, as trustee (the

“Capital Guarantee Trustee”), for the benefit of the Holders (as defined

herein) from time to time of the Capital Securities (as defined herein) of CFB Capital

IV, a Delaware statutory trust (“CFB Capital”).




 




WHEREAS, pursuant

to an Amended and Restated Trust Agreement (the “Trust Agreement”) dated as of

March 4, 2003 among the trustees of CFB Capital named therein, the Guarantor,

as sponsor, and the holders from time to time of undivided beneficial interests

in the assets of CFB Capital, CFB Capital is issuing on the date hereof

2,400,000 preferred securities, having an aggregate liquidation amount of

$60,000,000, designated the 7.60% Cumulative Capital Securities (the “Capital

Securities”); and




 




WHEREAS, as

incentive for the Holders to purchase the Capital Securities, the Guarantor

desires irrevocably and unconditionally to agree, to the extent set forth in

this Capital Securities Guarantee, to pay to the Holders of the Capital

Securities the Guarantee Payments (as defined herein) and to make certain other

payments on the terms and conditions set forth herein.




 




NOW, THEREFORE, in

consideration of the purchase by each Holder of Capital Securities, which purchase

the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes

and delivers this Capital Securities Guarantee for the benefit of the Holders.




 




ARTICLE I




DEFINITIONS AND

INTERPRETATION




 




SECTION 1.1                          Definitions

and Interpretation




 




In this Capital

Securities Guarantee, unless the context otherwise requires:




 




(a)                                  capitalized

terms used in this Capital Securities Guarantee but not defined in the preamble

above have the respective meanings assigned to them in this Section 1.1;




 




(b)                                 a

term defined anywhere in this Capital Securities Guarantee has the same meaning

throughout;




 




(c)                                  all

references to “the Capital Securities Guarantee” or “this Capital Securities

Guarantee” are to this Capital Securities Guarantee as modified, supplemented

or amended from time to time;




 




(d)                                 all

references in this Capital Securities Guarantee to Articles and Sections are to

Articles and Sections of this Capital Securities Guarantee, unless otherwise

specified;




 




(e)                                  a

term defined in the Trust Indenture Act has the same meaning when used in this

Capital Securities Guarantee, unless otherwise defined in this Capital

Securities Guarantee or unless the context otherwise requires; and




 




(f)                                    a

reference to the singular includes the plural and vice versa.




 




1





























 




“Affiliate” has

the same meaning as given to that term in Rule 405 of the Securities Act of

1933, as amended, or any successor rule thereunder.




 




“Business Day”

means any day other than (a) a Saturday or Sunday, (b) a day on which banking

institutions in the State of Minnesota are authorized or required by law or

executive order to remain closed, or (c) a day on which the Capital Guarantee

Trustee’s Corporate Trust Office is closed for business.




 




“Corporate Trust

Office” means the office of the Capital Guarantee Trustee at which the

corporate trust business of the Capital Guarantee Trustee shall, at any

particular time, be principally administered, which office at the date of

execution of this Agreement is located at Rodney Square North, 1100 North

Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust

Administration.




 




“Covered Person”

means any Holder or beneficial owner of Capital Securities.




 




“Debt” means with

respect to any person, whether recourse is to all or a portion of the assets of

such person and whether or not contingent: (i) every obligation of such person

for money borrowed; (ii) every obligation of such person evidenced by bonds,

debentures, notes or other similar instruments, including obligations incurred

in connection with the acquisition of property, assets or businesses; (iii)

every reimbursement obligation of such person with respect to letters of

credit, bankers’ acceptances or similar facilities issued for the account of

such person; (iv) every obligation of such person issued or assumed as the

deferred purchase price of property or services (but excluding trade accounts

payable or accrued liabilities arising in the ordinary course of business); (v)

every capital lease obligation of such person; and (vi) every obligation of the

type referred to in clauses (i) through (v) of another person and all dividends

of another person the payment of which, in either case, such person has

guaranteed or is responsible or liable, directly or indirectly, as obligor or

otherwise.




 




“Event of Default”

means a default by the Guarantor on any of its payment or other obligations

under this Capital Securities Guarantee.




 




“Guarantee

Payments” means the following payments or distributions, without duplication,

with respect to the Capital Securities, to the extent not paid or made by CFB

Capital:  (i) any accrued and unpaid

Distributions (as defined in the Trust Agreement) that are required to be paid

on such Capital Securities to the extent CFB Capital shall have funds available

therefor, (ii) the redemption price, including all accrued and unpaid

Distributions to the date of redemption (the “Redemption Price”) to the extent

CFB Capital has funds available therefor, with respect to any Capital

Securities called for redemption by CFB Capital, and (iii) upon a voluntary or

involuntary dissolution, winding-up or termination of CFB Capital (other than

in connection with the distribution of Junior Subordinated Debentures to the

Holders in exchange for Capital Securities as provided in the Trust Agreement),

the lesser of (a) the aggregate of the liquidation amount and all accrued and

unpaid Distributions on the Capital Securities to the date of payment, to the

extent CFB Capital shall have funds available therefor, and (b) the amount of

assets of CFB Capital remaining available for distribution to Holders in

liquidation of CFB Capital (in either case, the “Liquidation Distribution”).




 




“Holder” shall

mean any holder, as registered on the books and records of CFB Capital of any Capital

Securities; provided, however, that, in determining whether the holders of the

requisite percentage of Capital Securities have given any request, notice,

consent or waiver hereunder, “Holder” shall not include the Guarantor or any

Affiliate of the Guarantor.




 




2





























 




“Indemnified

Person” means the Capital Guarantee Trustee, any Affiliate of the Capital

Guarantee Trustee, or any officers, directors, shareholders, members, partners,

employees, representatives, nominees, custodians or agents of the Capital

Guarantee Trustee.




 




“Indenture” means

the Subordinated Indenture dated as of March 4, 2003, among the Guarantor (the

“Debenture Issuer”) and Wilmington Trust Company, as trustee, and any indenture

supplemental thereto pursuant to which the Junior Subordinated Debentures are

to be issued to the Property Trustee of CFB Capital.




 




“Junior

Subordinated Debentures” means the series of junior subordinated deferrable

interest debt securities of the Guarantor designated the 7.60% Junior

Subordinated Debentures due 2033 held by the Property Trustee (as defined in

the Trust Agreement) of CFB Capital.




 




“Majority in

liquidation amount of the Capital Securities” means, except as provided by the

Trust Indenture Act, a vote by Holder(s) of Capital Securities, voting

separately as a class, of more than 50% of the liquidation amount (including

the stated amount that would be paid on redemption, liquidation or otherwise,

plus accrued and unpaid Distributions to the date upon which the voting

percentages are determined) of all Capital Securities.




 




“Officers’

Certificate” means, with respect to any Person, a certificate signed by two

Authorized Officers of such Person.  Any

Officers’ Certificate delivered with respect to compliance with a condition or

covenant provided for in this Capital Securities Guarantee shall include:




 




(a)                                  a

statement that each officer signing the Officers’ Certificate has read the

covenant or condition and the definition relating thereto;




 




(b)                                 a

brief statement of the nature and scope of the examination or investigation

undertaken by each officer in rendering the Officers’ Certificate;




 




(c)                                  a

statement that each such officer has made such examination or investigation as,

in such officer’s opinion, is necessary to enable such officer to express an

informed opinion as to whether or not such covenant or condition has been

complied with; and




 




(d)                                 a

statement as to whether, in the opinion of each such officer, such condition or

covenant has been complied with.




 




“Person” means a

legal person, including any individual, corporation, estate, partnership, joint

venture, association, joint stock company, limited liability company, trust,

unincorporated association, or government or any agency or political

subdivision thereof, or any other entity of whatever nature.




 




“Capital Guarantee

Trustee” means Wilmington Trust Company, until a Successor Capital Guarantee

Trustee has been appointed and has accepted such appointment pursuant to the

terms of this Capital Securities Guarantee and thereafter means each such

Successor Capital Guarantee Trustee.




 




“Responsible

Officer” means, with respect to the Capital Guarantee Trustee, any officer

within the Corporate Trust Office of the Capital Guarantee Trustee, including

any vice-president, any assistant vice-president, any assistant secretary, the

treasurer, any assistant treasurer or other officer of the Corporate Trust

Office of the Capital Guarantee Trustee customarily performing functions

similar to




 




3





























 




those performed by any of

the above designated officers and also means, with respect to a particular

corporate trust matter, any other officer to whom such matter is referred

because of that officer’s knowledge of and familiarity with the particular

subject.




 




“Successor Capital

Guarantee Trustee” means a successor Capital Guarantee Trustee possessing the

qualifications to act as Capital Guarantee Trustee under Section 4.1.




 




“Senior and

Subordinated Debt” means the principal of (and premium, if any) and interest,

if any (including interest accruing on or after the filing of any petition in

bankruptcy or for reorganization relating to the Guarantor whether or not such

claim for post-petition interest is allowed in such proceeding), on Debt, whether

incurred on or prior to the date of the Indenture or thereafter incurred,

unless, in the instrument creating or evidencing the same or pursuant to which

the same is outstanding, it is provided that such obligations are not superior

in right of payment to the Capital Securities Guarantee or to other Debt which

is pari passu with, or subordinated to, the Capital Securities Guarantee;

provided, however, that Senior and Subordinated Debt shall not be deemed to

include (i) any Debt of the Guarantor which when incurred and without respect

to any election under section 1111(b) of the United States Bankruptcy Code of

1978, as amended, was without recourse to the Guarantor, (ii) any Debt of the

Guarantor to any of its subsidiaries, (iii) any Debt to any employee of the

Guarantor, (iv) any Debt which by its terms is subordinated to trade accounts

payable or accrued liabilities arising in the ordinary course of business to

the extent that payments made to the holders of such Debt by the holders of the

Junior Subordinated Debentures as a result of the subordination provisions of

the Indenture would be greater than they otherwise would have been as a result

of any obligation of such holders to pay amounts over to the obligees on such

trade accounts payable or accrued liabilities arising in the ordinary course of

business as a result of subordination provisions to which such Debt is subject,

(v) the Junior Subordinated Debentures, and (vi) any other debt securities

issued pursuant to the Indenture and any other junior subordinated debt

securities issued to a trust subsidiary of the Company and guarantees pursuant

to such securities (such other debt securities and guarantees being pari passu

in right of payment to the Capital Securities Guarantee).




 




“Trust Indenture

Act” means the Trust Indenture Act of 1939, as amended.




 




ARTICLE II




TRUST INDENTURE

ACT




 




SECTION 2.1                          Trust Indenture Act;

Application




 




(a)                                  This

Capital Securities Guarantee is subject to the provisions of the Trust

Indenture Act that are required to be part of this Capital Securities Guarantee

and shall, to the extent applicable, be governed by such provisions; and




 




(b)                                 If

and to the extent that any provision of this Capital Securities Guarantee

limits, qualifies or conflicts with the duties imposed by Section 310 to 317,

inclusive, of the Trust Indenture Act, such imposed duties shall control.




 




SECTION 2.2                          Lists of Holders of

Securities




 




(a)                                  The

Guarantor shall provide the Capital Guarantee Trustee with a list, in such form

as the Capital Guarantee Trustee may reasonably require, of the names and

addresses of the Holders of the Capital Securities (“List of Holders”) (i) on

or before January 1 and July 1 of each year, and (ii) at any




 




4





























 




other time within 30 days

of receipt by the Guarantor of a written request for a List of Holders, as of a

date no more than 14 days before such List of Holders is given to the Capital

Guarantee Trustee provided, that the Guarantor shall not be obligated to

provide such List of Holders at any time the List of Holders does not differ

from the most recent List of Holders given to the Capital Guarantee Trustee by

the Guarantor.  The Capital Guarantee

Trustee may destroy any List of Holders previously given to it on receipt of a

new List of Holders.




 




(b)                                 The

Capital Guarantee Trustee shall comply with its obligations under Sections

311(a), 311(b) and Section 312(b) of the Trust Indenture Act.




 




SECTION 2.3                          Reports

by the Capital Guarantee Trustee




 




On or before July

15 of each year, the Capital Guarantee Trustee shall provide to the Holders of

the Capital Securities such reports as are required by Section 313 of the Trust

Indenture Act, if any, in the form and in the manner provided by Section 313 of

the Trust Indenture Act.  The Capital

Guarantee Trustee shall also comply with the requirements of Section 313(d) of

the Trust Indenture Act.




 




SECTION 2.4                          Periodic Reports to Capital

Guarantee Trustee




 




The Guarantor

shall provide to the Capital Guarantee Trustee such documents, reports and

information as required by Section 314 of the Trust Indenture Act, if any, and

the compliance certificate required by Section 314 of the Trust Indenture Act

in the form, in the manner and at the times required by Section 314 of the

Trust Indenture Act.




 




SECTION 2.5                          Evidence of Compliance with

Conditions Precedent




 




The Guarantor

shall provide to the Capital Guarantee Trustee such evidence of compliance with

the conditions precedent, if any, provided for in this Capital Securities

Guarantee that relate to any of the matters set forth in Section 314(c) of the

Trust Indenture Act.  Any certificate or

opinion required to be given by an officer pursuant to Section 314(c)(1) may be

given in the form of an Officers’ Certificate.




 




SECTION 2.6                          Events of Default; Waiver




 




The Holders of a

Majority in liquidation amount of Capital Securities may, by vote, on behalf of

the Holders of all of the Capital Securities, waive any past Event of Default

and its consequences.  Upon such waiver,

any such Event of Default shall cease to exist, and any Event of Default

arising therefrom shall be deemed to have been cured, for every purpose of this

Capital Securities Guarantee, but no such waiver shall extend to any subsequent

or other default or Event of Default or impair any right consequent thereon.




 




SECTION 2.7                          Event of Default; Notice




 




(a)                                  The

Capital Guarantee Trustee shall, within 90 days after the occurrence of an

Event of Default, transmit by mail, first class postage prepaid, to the Holders

of the Capital Securities, notices of all Events of Default actually known to a

Responsible Officer of the Capital Guarantee Trustee, unless such defaults have

been cured before the giving of such notice, provided, that, the Capital

Guarantee Trustee shall be protected in withholding such notice if and so long

as a Responsible Officer of the Capital Guarantee Trustee in good faith

determines that the withholding of such notice is in the interests of the

Holders of the Capital Securities.




 




5





























 




(b)                                 The

Capital Guarantee Trustee shall not be deemed to have knowledge of any Event of

Default unless the Capital Guarantee Trustee shall have received a properly

addressed written notice, or of which a Responsible Officer of the Capital

Guarantee Trustee charged with the administration of the Trust Agreement shall

have obtained actual knowledge.




 




SECTION 2.8                          Conflicting Interests




 




The Trust

Agreement shall be deemed to be specifically described in this Capital

Securities Guarantee for the purposes of clause (i) of the first proviso

contained in Section 310(b) of the Trust Indenture Act.




 




ARTICLE III




POWERS, DUTIES AND

RIGHTS OF




CAPITAL GUARANTEE

TRUSTEE




 




SECTION 3.1                          Powers and Duties of the

Capital Guarantee Trustee




 




(a)                                  This

Capital Securities Guarantee shall be held by the Capital Guarantee Trustee for

the benefit of the Holders of the Capital Securities, and the Capital Guarantee

Trustee shall not transfer this Capital Securities Guarantee to any Person

except a Holder of Capital Securities exercising his or her rights pursuant to

Section 5.4(b) or to a Successor Capital Guarantee Trustee on acceptance by

such Successor Capital Guarantee Trustee of its appointment to act as Successor

Capital Guarantee Trustee. The right, title and interest of the Capital Guarantee

Trustee shall automatically vest in any Successor Capital Guarantee Trustee,

and such vesting and cessation of title shall be effective whether or not

conveyancing documents have been executed and delivered pursuant to the

appointment of such Successor Capital Guarantee Trustee.




 




(b)                                 If

an Event of Default actually known to a Responsible Officer of the Capital

Guarantee Trustee has occurred and is continuing, the Capital Guarantee Trustee

shall enforce this Capital Securities Guarantee for the benefit of the Holders

of the Capital Securities.




 




(c)                                  The

Capital Guarantee Trustee, before the occurrence of any Event of Default and

after the curing of all Events of Default that may have occurred, shall

undertake to perform only such duties as are specifically set forth in this

Capital Securities Guarantee, and no implied covenants shall be read into this

Capital Securities Guarantee against the Capital Guarantee Trustee.  In case an Event of Default has occurred

(that has not been cured or waived pursuant to Section 2.6) and is actually

known to a Responsible Officer of the Capital Guarantee Trustee, the Capital

Guarantee Trustee shall exercise such of the rights and powers vested in it by

this Capital Securities Guarantee, and use the same degree of care and skill in

its exercise thereof, as a prudent person would exercise or use under the

circumstances in the conduct of his or her own affairs.




 




(d)                                 No

provision of this Capital Securities Guarantee shall be construed to relieve

the Capital Guarantee Trustee from liability for its own negligent action, its

own negligent failure to act, or its own willful misconduct, except that:




 




(i)                                     prior

to the occurrence of any Event of Default and after the curing or waiving of

all such Events of Default that may have occurred:




 




6





























 




(A)                              the

duties and obligations of the Capital Guarantee  Trustee shall be determined solely by the express provisions of

this  Capital Securities Guarantee, and

the Capital Guarantee Trustee shall not 

be liable except for the performance of such duties and obligations as

are  specifically set forth in this

Capital Securities Guarantee, and no implied 

covenants or obligations shall be read into this Capital Securities  Guarantee against the Capital Guarantee

Trustee; and




 




(B)                                in

the absence of bad faith on the part of the Capital Guarantee Trustee, the

Capital Guarantee Trustee may conclusively rely, as to the truth of the

statements and the correctness of the opinions expressed therein, upon any

certificates or opinions furnished to the Capital Guarantee Trustee and

conforming to the requirements of this Capital Securities Guarantee; but in the

case of any such certificates or opinions that by any provision hereof are

specifically required to be furnished to the Capital Guarantee Trustee, the

Capital Guarantee Trustee shall be under a duty to examine the same to

determine whether or not they conform to the requirements of this Capital

Securities Guarantee;




 




(ii)                                  the

Capital Guarantee Trustee shall not be liable for any error of judgment made in

good faith by a Responsible Officer of the Capital Guarantee Trustee, unless it

shall be proved that the Capital Guarantee Trustee was negligent in

ascertaining the pertinent facts upon which such judgment was made;




 




(iii)                               the Capital Guarantee

Trustee shall not be liable with respect to any action taken or omitted to be

taken by it in good faith in accordance with the direction of the Holders of

not less than a Majority in liquidation amount of the Capital Securities

relating to the time, method and place of conducting any proceeding for any

remedy available to the Capital Guarantee Trustee, or exercising any trust or

power conferred upon the Capital Guarantee Trustee under this Capital

Securities Guarantee; and




 




(iv)                              no

provision of this Capital Securities Guarantee shall  require the Capital Guarantee Trustee to expend or risk its own

funds or  otherwise incur personal

financial liability in the performance of any of its  duties or in the exercise of any of its rights or powers if the

Capital  Guarantee Trustee shall have

reasonable grounds for believing that the 

repayment of such funds or liability is not reasonably assured to it

under  the terms of this Capital

Securities Guarantee or indemnity, reasonably 

satisfactory to the Capital Guarantee Trustee, against such risk or  liability is not reasonably assured to it.




 




SECTION 3.2                          Certain Rights of Capital

Guarantee Trustee




 




(a)                                  Subject

to the provisions of Section 3.1:




 




(i)                                     The

Capital Guarantee Trustee may conclusively rely upon, and shall be fully

protected in acting or refraining from acting upon, any resolution,

certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, other evidence of

indebtedness or other paper or document believed by it to be genuine and to

have been signed, sent or presented by the proper party or parties.




 




7





























 




(ii)                                  Any

direction or act of the Guarantor contemplated by this Capital Securities

Guarantee shall be sufficiently evidenced by an Officers’ Certificate.




 




(iii)                               Whenever, in the

administration of this Capital Securities Guarantee, the Capital Guarantee

Trustee shall deem it desirable that a matter be proved or established before

taking, suffering or omitting any action hereunder, the Capital Guarantee

Trustee (unless other evidence is herein specifically prescribed) may, in the

absence of bad faith on its part, request and conclusively rely upon an

Officers’ Certificate which, upon receipt of such request, shall be promptly

delivered by the Guarantor.




 




(iv)                              The

Capital Guarantee Trustee shall have no duty to see to any recording, filing or

registration of any instrument (or any rerecording, refiling or registration

thereof).




 




(v)                                 The

Capital Guarantee Trustee may consult with counsel, and the written advice or

opinion of such counsel with respect to legal matters shall be full and

complete authorization and protection in respect of any action taken, suffered

or omitted by it hereunder in good faith and in accordance with such advice or

opinion.  Such counsel may be counsel to

the Guarantor or any of its Affiliates and may include any of its

employees.  The Capital Guarantee

Trustee shall have the right at any time to seek instructions concerning the

administration of this Capital Securities Guarantee from any court of competent

jurisdiction.




 




(vi)                              The

Capital Guarantee Trustee shall be under no obligation to exercise any of the

rights or powers vested in it by this Capital Securities Guarantee at the

request or direction of any Holder, unless such Holder shall have provided to

the Capital Guarantee Trustee such security and indemnity, reasonably

satisfactory to the Capital Guarantee Trustee, against the costs, expenses

(including attorneys’ fees and expenses and the expenses of the Capital

Guarantee Trustee’s agents, nominees or custodians) and liabilities that might

be incurred by it in complying with such request or direction, including such

reasonable advances as may be requested by the Capital Guarantee Trustee;

provided that, nothing contained in this Section 3.2(a)(vi) shall be taken to

relieve the Capital Guarantee Trustee, upon the occurrence of an Event of

Default, of its obligation to exercise the rights and powers vested in it by

this Capital Securities Guarantee.




 




(vii)                           The Capital Guarantee

Trustee shall not be bound to make any investigation into the facts or matters

stated in any resolution, certificate, statement, instrument, opinion, report,

notice, request, direction, consent, order, bond, debenture, note, other

evidence of indebtedness or other paper or document, but the Capital Guarantee

Trustee, in its discretion, may make such further inquiry or investigation into

such facts or matters as it may see fit.




 




(viii)                        The Capital Guarantee Trustee

may execute any of the trusts or powers hereunder or perform any duties

hereunder either directly or by or through agents, nominees, custodians or

attorneys, and the Capital Guarantee Trustee shall not be responsible for any

misconduct or negligence on the part of any agent or attorney appointed with

due care by it hereunder.




 




(ix)                                Any

action taken by the Capital Guarantee Trustee or its agents hereunder shall

bind the Holders of the Capital Securities, and the signature of the Capital

Guarantee Trustee or its agents alone shall be sufficient and effective to

perform any such action.  No third party

shall be required to inquire as to the authority of the Capital Guarantee

Trustee to so act or as to its compliance with any of the terms and provisions

of this Capital Securities Guarantee, both of




 




8





























 




which shall be

conclusively evidenced by the Capital Guarantee Trustee’s or its agent’s taking

such action.




 




(x)                                   Whenever

in the administration of this Capital Securities Guarantee the Capital

Guarantee Trustee shall deem it desirable to receive instructions with respect

to enforcing any remedy or right or taking any other action hereunder, the

Capital Guarantee Trustee (i) may request instructions from the Holders of a

Majority in liquidation amount of the Capital Securities, (ii) may refrain from

enforcing such remedy or right or taking such other action until such

instructions are received, and (iii) shall be protected in conclusively relying

on or acting in accordance with such instructions.




 




(b)                                 No

provision of this Capital Securities Guarantee shall be deemed to impose any

duty or obligation on the Capital Guarantee Trustee to perform any act or acts

or exercise any right, power, duty or obligation conferred or imposed on it in

any jurisdiction in which it shall be illegal, or in which the Capital

Guarantee Trustee shall be unqualified or incompetent in accordance with

applicable law, to perform any such act or acts or to exercise any such right,

power, duty or obligation.  No

permissive power or authority available to the Capital Guarantee Trustee shall

be construed to be a duty.




 




SECTION 3.3                          Not

Responsible for Recitals or Issuance of Guarantee




 




The recitals

contained in this Capital Securities Guarantee shall be taken as the statements

of the Guarantor, and the Capital Guarantee Trustee does not assume any

responsibility for their correctness. 

The Capital Guarantee Trustee makes no representation as to the validity

or sufficiency of this Capital Securities Guarantee.




 




ARTICLE IV




CAPITAL GUARANTEE

TRUSTEE




 




SECTION 4.1                          Capital Guarantee Trustee;

Eligibility




 




(a)                                  There

shall at all times be a Capital Guarantee Trustee which shall:




 




(i)                                     not

be an Affiliate of the Guarantor; and




 




(ii)                                  be

a corporation organized and doing business under the laws of the United States

of America or any State or Territory thereof or of the District of Columbia, or

a corporation or Person permitted by the Securities and Exchange Commission to

act as an institutional trustee under the Trust Indenture Act, authorized under

such laws to exercise corporate trust powers, having a combined capital and

surplus of at least $50,000,000, and subject to supervision or examination by

Federal, State, Territorial or District of Columbia authority. If such

corporation publishes reports of condition at least annually, pursuant to law

or to the requirements of the supervising or examining authority referred to

above, then, for the purposes of this Section 4.1(a)(ii), the combined capital

and surplus of such corporation shall be deemed to be its combined capital and

surplus as set forth in its most recent report of condition so published.




 




(b)                                 If

at any time the Capital Guarantee Trustee shall cease to be eligible to so act

under Section 4.1(a), the Capital Guarantee Trustee shall immediately resign in

the manner and with the effect set out in Section 4.2(c).




 




9





























 




(c)                                  If

the Capital Guarantee Trustee has or shall acquire any “conflicting interest”

within the meaning of Section 310(b) of the Trust Indenture Act, the Capital

Guarantee Trustee and Guarantor shall in all respects comply with the

provisions of Section 310(b) of the Trust Indenture Act.




 




SECTION 4.2                          Appointment,

Removal and Resignation of Capital Guarantee Trustees




 




(a)                                  Subject

to Section 4.2(b), the Capital Guarantee Trustee may be appointed or removed

without cause at any time by the Guarantor.




 




(b)                                 The

Capital Guarantee Trustee shall not be removed in accordance with Section 4.2(a)

until a Successor Capital Guarantee Trustee has been appointed and has accepted

such appointment by written instrument executed by such Successor Capital

Guarantee Trustee and delivered to the Guarantor.




 




(c)                                  The

Capital Guarantee Trustee appointed to office shall hold office until a

Successor Capital Guarantee Trustee shall have been appointed or until its

removal or resignation.  The Capital

Guarantee Trustee may resign from office (without need for prior or subsequent

accounting) by an instrument in writing executed by the Capital Guarantee

Trustee and delivered to the Guarantor, which resignation shall not take effect

until a Successor Capital Guarantee Trustee has been appointed and has accepted

such appointment by instrument in writing executed by such Successor Capital

Guarantee Trustee and delivered to the Guarantor and the resigning Capital

Guarantee Trustee.




 




(d)                                 If

no Successor Capital Guarantee Trustee shall have been appointed and accepted

appointment as provided in this Section 4.2 within 60 days after delivery to

the Guarantor of an instrument of resignation, the resigning Capital Guarantee

Trustee may petition any court of competent jurisdiction for appointment of a

Successor Capital Guarantee Trustee. 

Such court may thereupon, after prescribing such notice, if any, as it

may deem proper, appoint a Successor Capital Guarantee Trustee.




 




(e)                                  No

Capital Guarantee Trustee shall be liable for the acts or omissions to act of

any Successor Capital Guarantee Trustee.




 




(f)                                    Upon

termination of this Capital Securities Guarantee or removal or resignation of

the Capital Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall

pay to the Capital Guarantee Trustee all amounts accrued to the date of such

termination, removal or resignation.




 




ARTICLE V




GUARANTEE




 




SECTION 5.1                          Guarantee




 




The Guarantor

irrevocably and unconditionally agrees to pay in full to the Holders the

Guarantee Payments (without duplication of amounts theretofore paid by CFB

Capital), as and when due, regardless of any defense, right of set-off or

counterclaim that CFB Capital may have or assert.  The Guarantor’s obligation to make a Guarantee Payment may be

satisfied by direct payment of the required amounts by the Guarantor to the

Holders or by causing CFB Capital to pay such amounts to the Holders.




 




SECTION 5.2                          Waiver

of Notice and Demand




 




The Guarantor

hereby waives notice of acceptance of this Capital Securities Guarantee and of

any liability to which it applies or may apply, presentment, demand for

payment, any right to require a




 




10





























 




proceeding first against

CFB Capital or any other Person before proceeding against the Guarantor,

protest, notice of nonpayment, notice of dishonor, notice of redemption and all

other notices and demands.




 




SECTION 5.3                          Obligations Not Affected




 




The obligations,

covenants, agreements and duties of the Guarantor under this Capital Securities

Guarantee shall in no way be affected or impaired by reason of the happening

from time to time of any of the following:




 




(a)                                  the

release or waiver, by operation of law or otherwise, of the performance or

observance by CFB Capital of any express or implied agreement, covenant, term

or condition relating to the Capital Securities to be performed or observed by

CFB Capital;




 




(b)                                 the

extension of time for the payment by CFB Capital of all or any portion of the

Distributions, Redemption Price, Liquidation Distribution or any other sums

payable under the terms of the Capital Securities or the extension of time for

the performance of any other obligation under, arising out of, or in connection

with, the Capital Securities (other than an extension of time for payment of

Distributions, Redemption Price, Liquidation Distribution or other sum payable

that results from the extension of any interest payment period on the

Subordinated Debentures or any extension of the maturity date of the

Subordinated Debentures permitted by the Indenture);




 




(c)                                  any

failure, omission, delay or lack of diligence on the part of the Holders to

enforce, assert or exercise any right, privilege, power or remedy conferred on

the Holders pursuant to the terms of the Capital Securities, or any action on

the part of CFB Capital granting indulgence or extension of any kind;




 




(d)                                 the

voluntary or involuntary liquidation, dissolution, sale of any collateral,

receivership, insolvency, bankruptcy, assignment for the benefit of creditors,

reorganization, arrangement, composition or readjustment of debt of, or other

similar proceedings affecting, CFB Capital or any of the assets of CFB Capital;




 




(e)                                  any

invalidity of, or defect or deficiency in, the Capital Securities;




 




(f)                                    the

settlement or compromise of any obligation guarantied hereby or hereby

incurred; or




 




(g)                                 any

other circumstance whatsoever that might otherwise constitute a legal or

equitable discharge or defense of a guarantor, it being the intent of this

Section 5.3 that the obligations of the Guarantor hereunder shall be absolute

and unconditional under any and all circumstances.




 




There shall be no

obligation of the Holders to give notice to, or obtain consent of, the

Guarantor with respect to the happening of any of the foregoing.




 




SECTION 5.4                          Rights

of Holders




 




(a)                                  The

Holders of a Majority in liquidation amount of the Capital Securities have the

right to direct the time, method and place of conducting of any proceeding for

any remedy available to the Capital Guarantee Trustee in respect of this

Capital Securities Guarantee or exercising any trust or power conferred upon

the Capital Guarantee Trustee under this Capital Securities Guarantee.




 




11





























 




(b)                                 Any

Holder of Capital Securities may institute a legal proceeding directly against

the Guarantor to enforce its rights under this Capital Securities Guarantee,

without first instituting a legal proceeding against CFB Capital, the Capital

Guarantee Trustee or any other Person.




 




SECTION 5.5                          Guarantee of Payment




 




This Capital

Securities Guarantee creates a Guarantee of payment and not of collection.




 




SECTION 5.6                          Subrogation




 




The Guarantor

shall be subrogated to all (if any) rights of the Holders of Capital Securities

against CFB Capital in respect of any amounts paid to such Holders by the

Guarantor under this Capital Securities Guarantee; provided, however, that the

Guarantor shall not (except to the extent required by mandatory provisions of

law) be entitled to enforce or exercise any right that it may acquire by way of

subrogation or any indemnity, reimbursement or other agreement, in all cases as

a result of payment under this Capital Securities Guarantee, if, at the time of

any such payment, any amounts are due and unpaid under this Capital Securities

Guarantee.  If any amount shall be paid

to the Guarantor in violation of the preceding sentence, the Guarantor agrees

to hold such amount in trust for the Holders and to pay over such amount to the

Holders.




 




SECTION 5.7                          Independent

Obligations




 




The Guarantor

acknowledges that its obligations hereunder are independent of the obligations

of CFB Capital with respect to the Capital Securities, and that the Guarantor

shall be liable as principal and as debtor hereunder to make Guarantee Payments

pursuant to the terms of this Capital Securities Guarantee notwithstanding the

occurrence of any event referred to in subsections (a) through (g), inclusive,

of Section 5.3.




 




 




ARTICLE VI




LIMITATION OF

TRANSACTIONS; SUBORDINATION




 




SECTION 6.1                          Limitation

of Transactions




 




So long as any

Capital Securities remain outstanding, if there shall have occurred an Event of

Default or an event of default under the Trust Agreement, then (a) the

Guarantor shall not declare or pay any dividend or distributions on, or redeem,

purchase, acquire, or make a liquidation payment with respect to, any of its

capital stock, (b) the Guarantor shall not make any payment of interest,

principal or premium, if any, on or repay, repurchase or redeem any debt

securities issued by the Guarantor (including other Junior Subordinated

Debentures) which rank pari passu with or junior in interest to the Junior

Subordinated Debentures or (c) the Guarantor shall not make any guarantee

payments with respect to any guarantee by the guarantor of the debt securities

of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior

in interest to the Junior Subordinated Debentures (other than (a) dividends or

distributions in common stock, (b) any declaration of a dividend in connection

with the implementation of a shareholders’ rights plan, or the issuance of

stock under any such plan in the future or the redemption or repurchase of any

such rights pursuant thereto, (c) payments under this Capital Securities

Guarantee and (d) purchases of common stock related to the issuances of common

stock or rights under any of the Guarantor’s benefit plans for its directors,

officers or employees).




 




12





























 




SECTION 6.2                          Ranking




 




This Capital

Securities Guarantee will constitute an unsecured obligation of the Guarantor

and will rank subordinate and junior in right of payment to all Senior and

Subordinated Debt of the Guarantor.




 




 




ARTICLE VII




TERMINATION




 




SECTION 7.1                          Termination




 




This Capital

Securities Guarantee shall terminate upon (i) full payment of the Redemption

Price of all Capital Securities, (ii) upon full payment of the amounts payable

in accordance with the Trust Agreement upon liquidation of CFB Capital or (iii)

upon distribution of the Junior Subordinated Debentures to the holders of the

Capital Securities. Notwithstanding the foregoing, this Capital Securities

Guarantee will continue to be effective or will be reinstated, as the case may

be, if at any time any Holder of Capital Securities must restore payment of any

sums paid under the Capital Securities or under this Capital Securities

Guarantee.




 




 




ARTICLE VIII




INDEMNIFICATION




 




SECTION 8.1                          Exculpation




 




(a)                                  No

Indemnified Person shall be liable, responsible or accountable in damages or

otherwise to the Guarantor or any Covered Person for any loss, damage or claim

incurred by reason of any act or omission performed or omitted by such Indemnified

Person in good faith in accordance with this Capital Securities Guarantee and

in a manner that such Indemnified Person reasonably believed to be within the

scope of the authority conferred on such Indemnified Person by this Capital

Securities Guarantee or by law, except that an Indemnified Person shall be

liable for any such loss, damage or claim incurred by reason of such

Indemnified Person’s negligence or willful misconduct with respect to such acts

or omissions.




 




(b)                                 An

Indemnified Person shall be fully protected in relying in good faith upon the

records of the Guarantor and upon such information, opinions, reports or

statements presented to the Guarantor by any Person as to matters the

Indemnified Person reasonably believes are within such other Person’s

professional or expert competence and who has been selected with reasonable

care by or on behalf of the Guarantor, including information, opinions, reports

or statements as to the value and amount of the assets, liabilities, profits,

losses, or any other facts pertinent to the existence and amount of assets from

which Distributions to Holders of Capital Securities might properly be paid.




 




SECTION 8.2                          Indemnification




 




The Guarantor

agrees to indemnify each Indemnified Person for, and to hold each Indemnified

Person harmless against, any loss, liability or expense incurred without

negligence or bad faith on its part, arising out of or in connection with the

acceptance or administration of the trust or trusts hereunder, including the

costs and expenses (including reasonable legal fees and expenses) of defending

itself




 




13





























 




against, or

investigating, any claim or liability in connection with the exercise or

performance of any of its powers or duties hereunder.  The obligation to indemnify as set forth in this Section 8.2

shall survive the termination of this Capital Securities Guarantee.




 




 




ARTICLE IX




MISCELLANEOUS




 




SECTION 9.1                          Successors

and Assigns




 




All guaranties and

agreements contained in this Capital Securities Guarantee shall bind the

successors, assigns, receivers, trustees and representatives of the Guarantor

and shall inure to the benefit of the Holders of the Capital Securities then

outstanding.




 




SECTION 9.2                          Amendments




 




Except with

respect to any changes that do not materially adversely affect the rights of

Holders (in which case no consent of Holders will be required), this Capital

Securities Guarantee may only be amended with the prior approval of the Holders

of at least a Majority in liquidation amount (including the stated amount that

would be paid on redemption, liquidation or otherwise, plus accrued and unpaid

Distributions to the date upon which the voting percentages are determined) of

all the outstanding Capital Securities. The provisions of Article VI of the

Trust Agreement with respect to meetings of Holders of the Securities apply to

the giving of such approval.




 




SECTION 9.3                          Notices




 




All notices

provided for in this Capital Securities Guarantee shall be in writing, duly

signed by the party giving such notice, and shall be delivered, telecopied or

mailed by registered or certified mail, as follows:




 




(a)                                  If

given to the Capital Guarantee Trustee, at the Capital Guarantee Trustee’s

mailing address set forth below (or such other address as the Capital Guarantee

Trustee may give notice of to the Holders of the Capital Securities):




 




Wilmington Trust

Company




Rodney Square

North




1100 North Market

Street




Wilmington,

DE  19890-0001




Attention:  Corporate Trust Administration




 




(b)                                 If

given to the Guarantor, at the Guarantor’s mailing address set forth below (or

such other address as the Guarantor may give notice of to the Holders of the

Capital Securities):




 




Community First Bankshares, Inc.




520 Main Avenue




Fargo, ND 58124-0001




Attention: 

Craig A. Weiss, Chief Financial Officer




 




14





























 




(c)                                  If

given to any Holder of Capital Securities, at the address set forth on the

books and records of CFB Capital.




 




All such notices

shall be deemed to have been given when received in person, telecopied with

receipt confirmed, or mailed by first class mail, postage prepaid except that

if a notice or other document is refused delivery or cannot be delivered

because of a changed address of which no notice was given, such notice or other

document shall be deemed to have been delivered on the date of such refusal or

inability to deliver.




 




SECTION 9.4                          Benefit




 




This Capital

Securities Guarantee is solely for the benefit of the Holders of the Capital

Securities and, subject to Section 3.1(a), is not separately transferable from

the Capital Securities.




 




SECTION 9.5                          Governing

Law




 




THIS CAPITAL

SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN

ACCORDANCE WITH, THE LAWS OF THE STATE OF MINNESOTA, PROVIDED, HOWEVER, THAT

THE IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE SHALL BE GOVERNED BY THE

LAWS OF THE STATE OF DELAWARE.




 




[Signature Page

Follows]




 




15





























 




THIS CAPITAL

SECURITIES GUARANTEE is executed as of the day and year first above written.




 




	

   


  	

  COMMUNITY FIRST BANKSHARES, INC.,


  
	

   


  	

  as Guarantor


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Mark A. Anderson


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Mark A. Anderson


  
	

   


  	

   


  	

  Title:


  	

  President and Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WILMINGTON TRUST COMPANY,


  
	

   


  	

  As Capital Guarantee Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Christopher J. Slayvaugh


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Christopher J. Slaybaugh


  
	

   


  	

   


  	

  Title:


  	

  Financial Services Officer


  
								





 




16