## 

EXHIBIT 2.12

AGREEMENT AND PLAN OF MERGER

dated as of July 26, 1999

between

COMMUNITY FIRST BANKSHARES, INC.

and

RIVER BANCORP, INC.



TABLE OF CONTENTS TO AGREEMENT AND PLAN OF MERGER

|                                                    |  |                                         |  |                                                                |  | Page
|--------------------------------------------------- |  | --------------------------------------- |  | -------------------------------------------------------------- |  | ----
|ARTICLE 1 THE MERGER                                |  | 2                                      
|1.1                                                 |  | Effective Time of the Merger            |  | 2                                                             
|1.3                                                 |  | Effects of the Merger                   |  | 2                                                             
|1.4                                                 |  | Calculation of River Value              |  | 3                                                             
|ARTICLE 2 EFFECT OF THE MERGER ON THE CAPITAL STOCK |  | 3                                      
|2.1                                                 |  | Effect on Capital Stock                 |  | 3                                                             
|                                                    |  | (a)                                     |  | Conversion                                                     |  | 3   
|                                                    |  | (b)                                     |  | Exchange Rate                                                  |  | 4   
|                                                    |  | (c)                                     |  | Adjustments to Merger Consideration Based on CFB Trading Value |  | 4   
|                                                    |  | (d)                                     |  | Adjustments to Exchange Rate Based on River Value              |  | 5   
|                                                    |  | (e)                                     |  | Shareholders' Right of Dissent                                 |  | 5   
|2.2                                                 |  | Exchange of Certificates                |  | 5                                                             
|                                                    |  | (a)                                     |  | Exchange Agent                                                 |  | 5   
|                                                    |  | (b)                                     |  | Exchange Procedures                                            |  | 5   
|                                                    |  | (c)                                     |  | Distributions and Voting                                       |  | 6   
|                                                    |  | (d)                                     |  | Transfers                                                      |  | 6   
|                                                    |  | (e)                                     |  | Fractional Shares                                              |  | 6   
|                                                    |  | (f)                                     |  | Termination of Exchange Fund                                   |  | 6   
|                                                    |  | (g)                                     |  | Withholding Rights                                             |  | 6   
|                                                    |  | (h)                                     |  | Lost or Destroyed Certificates                                 |  | 6   
|2.3                                                 |  | River Stock Options                     |  | 7                                                             
|2.4                                                 |  | Stock Transfer Books                    |  | 7                                                             
|ARTICLE 3 REPRESENTATIONS AND WARRANTIES            |  | 7                                      
|3.1                                                 |  | Representations and Warranties of River |  | 7                                                             
|                                                    |  | (a)                                     |  | Subsidiary Organizations                                       |  | 7   
|                                                    |  | (b)                                     |  | River Organization                                             |  | 7   
|                                                    |  | (c)                                     |  | Enforceability                                                 |  | 7   
|                                                    |  | (d)                                     |  | Reports                                                        |  | 8   
|                                                    |  | (e)                                     |  | Limitation of Bank's Powers                                    |  | 8   
|                                                    |  | (f)                                     |  | Corporate Records                                              |  | 8   
|                                                    |  | (g)                                     |  | Insured Status of Bank                                         |  | 8   
|                                                    |  | (h)                                     |  | No Default or Creation of Liens                                |  | 8   
|                                                    |  | (i)                                     |  | Financial Statements                                           |  | 8   
|                                                    |  | (j)                                     |  | Material Adverse Change                                        |  | 9   
|                                                    |  | (k)                                     |  | Fidelity Insurance                                             |  | 9   
|                                                    |  | (l)                                     |  | Employment Contracts                                           |  | 9   
|                                                    |  | (m)                                     |  | Employee Benefits                                              |  | 9   
|                                                    |  | (n)                                     |  | Litigation                                                     |  | 10  
|                                                    |  | (o)                                     |  | Taxes                                                          |  | 10  
|                                                    |  | (p)                                     |  | Title to Property                                              |  | 10  
|                                                    |  | (q)                                     |  | Insurance Policies                                             |  | 10  
|                                                    |  | (r)                                     |  | Bank Property                                                  |  | 10  
|                                                    |  | (s)                                     |  | Conduct of Business                                            |  | 11  
|                                                    |  | (t)                                     |  | Internal Controls and Records                                  |  | 11  
|                                                    |  | (u)                                     |  | Loan Allowance and Documentation                               |  | 11  
|                                                    |  | (v)                                     |  | Leases and Contracts                                           |  | 11  
|                                                    |  | (w)                                     |  | Shareholder Lists                                              |  | 12  
|                                                    |  | (x)                                     |  | Bank Principals                                                |  | 12  

i



|                                     |  | (y)                                                        |  | Information Supplied                     |  | 12
|------------------------------------ |  | ---------------------------------------------------------- |  | ---------------------------------------- |  | --
|                                     |  | (z)                                                        |  | Agreements with Bank Regulators          |  | 12
|                                     |  | (aa)                                                       |  | Year 2000                                |  | 12
|3.2                                  |  | Representations and Warranties of CFB                      |  | 13                                      
|                                     |  | (a)                                                        |  | CFB Organization                         |  | 13
|                                     |  | (b)                                                        |  | Reports                                  |  | 13
|                                     |  | (c)                                                        |  | Enforceability                           |  | 13
|ARTICLE 4 COVENANTS OF RIVER AND CFB |  | 13                                                        
|4.1                                  |  | Covenants of River                                         |  | 13                                      
|                                     |  | (a)                                                        |  | Ordinary Course                          |  | 13
|                                     |  | (b)                                                        |  | Shareholder Meeting                      |  | 14
|                                     |  | (c)                                                        |  | Shareholder Information                  |  | 14
|                                     |  | (d)                                                        |  | Confidential Information                 |  | 14
|                                     |  | (e)                                                        |  | Benefit Plans                            |  | 14
|                                     |  | (f)                                                        |  | Insurance                                |  | 15
|                                     |  | (g)                                                        |  | Pooling Restrictions                     |  | 15
|                                     |  | (h)                                                        |  | Financial Statements                     |  | 15
|                                     |  | (i)                                                        |  | Additional Covenants of River            |  | 15
|4.2                                  |  | Covenants of CFB                                           |  | 18                                      
|                                     |  | (a)                                                        |  | Ordinary Course                          |  | 18
|                                     |  | (b)                                                        |  | Application                              |  | 18
|                                     |  | (c)                                                        |  | Listing                                  |  | 18
|                                     |  | (d)                                                        |  | Prospectus                               |  | 18
|                                     |  | (e)                                                        |  | Confidential Information                 |  | 19
|                                     |  | (f)                                                        |  | Director and Officer Indemnification     |  | 19
|                                     |  | (g)                                                        |  | Rules 144 and 145(d)                     |  | 19
|4.3                                  |  | Covenants of River and CFB                                 |  | 19                                      
|                                     |  | (a)                                                        |  | Other Actions                            |  | 19
|                                     |  | (b)                                                        |  | Advice of Changes and Government Filings |  | 19
|                                     |  | (c)                                                        |  | Title to Property                        |  | 19
|                                     |  | (d)                                                        |  | Environmental Assessment                 |  | 20
|ARTICLE 5 ADDITIONAL AGREEMENTS      |  | 20                                                        
|5.1                                  |  | Access to Information                                      |  | 20                                      
|5.2                                  |  | Affiliates                                                 |  | 20                                      
|5.3                                  |  | Employee Benefit Plans                                     |  | 20                                      
|5.4                                  |  | Expenses                                                   |  | 21                                      
|5.5                                  |  | Additional Agreements and Best Efforts                     |  | 21                                      
|ARTICLE 6 CONDITIONS PRECEDENT       |  | 21                                                        
|6.1                                  |  | Conditions to Each Party's Obligation to Effect the Merger |  | 21                                      
|                                     |  | (a)                                                        |  | Stockholder Approval                     |  | 21
|                                     |  | (b)                                                        |  | Approvals                                |  | 21
|                                     |  | (c)                                                        |  | No Injunctions, Restraints or Illegality |  | 21
|                                     |  | (d)                                                        |  | No Unduly Burdensome Condition           |  | 21
|6.2                                  |  | Conditions to Obligations of CFB                           |  | 22                                      
|                                     |  | (a)                                                        |  | Representations and Warranties           |  | 22
|                                     |  | (b)                                                        |  | Performance of Obligations of River      |  | 22
|                                     |  | (c)                                                        |  | Pooling Letter                           |  | 22
|                                     |  | (d)                                                        |  | Legal Opinion                            |  | 22
|6.3                                  |  | Conditions to Obligations of River                         |  | 22                                      
|                                     |  | (a)                                                        |  | Representations and Warranties           |  | 22

ii



|                                    |  | (b)                                            |  | Performance of Obligations of CFB |  | 22
|----------------------------------- |  | ---------------------------------------------- |  | --------------------------------- |  | --
|                                    |  | (c)                                            |  | Consents Under Agreements         |  | 22
|                                    |  | (d)                                            |  | Legal Opinion                     |  | 23
|ARTICLE 7 TERMINATION AND AMENDMENT |  | 23                                            
|7.1                                 |  | Termination                                    |  | 23                               
|7.2                                 |  | Effect of Termination                          |  | 23                               
|7.3                                 |  | Amendment                                      |  | 23                               
|7.4                                 |  | Extension and Waiver                           |  | 23                               
|ARTICLE 8 GENERAL PROVISIONS        |  | 24                                            
|8.1                                 |  | Non-Survival of Representations and Warranties |  | 24                               
|8.2                                 |  | Notices                                        |  | 24                               
|8.3                                 |  | Interpretation                                 |  | 24                               
|8.4                                 |  | Counterparts                                   |  | 24                               
|8.5                                 |  | Entire Agreement                               |  | 24                               
|8.6                                 |  | Third Party Beneficiaries                      |  | 24                               
|8.7                                 |  | Rights of Ownership                            |  | 25                               
|8.8                                 |  | Publicity                                      |  | 25                               
|8.9                                 |  | Assignment                                     |  | 25                               
|8.10                                |  | Enforcement of Agreement                       |  | 25                               

|EXHIBITS       |  |   |  |                                               
|-------------- |  | - |  | ----------------------------------------------
|EXHIBIT 1.1A   |  |  |  | Certificate of Merger                         
|EXHIBIT 1.1B   |  |  |  | Articles of Merger                            
|EXHIBIT 2.1(c) |  |  |  | Illustrations of Calculation of Exchange Rates
|EXHIBIT 3.1    |  |  |  | River Disclosure Schedule                     
|EXHIBIT 3.2    |  |  |  | CFB Disclosure Schedule                       
|EXHIBIT 4.1(e) |  |  |  | Other Agreements                              
|EXHIBIT 5.2    |  |  |  | Affiliate Agreement                           
|EXHIBIT 6.2    |  |  |  | Faegre & Benson L.L.P. Opinion                
|EXHIBIT 6.3    |  |  |  | Lindquist & Vennum P.L.L.P. Opinion           

iii



## 

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER is dated as of July    , 1999 (the "Agreement"), by and between Community First Bankshares, Inc., a
Delaware corporation ("CFB"), and River Bancorp, Inc., a Minnesota corporation ("River") and made with respect to the following recitals.

WHEREAS,
the Boards of Directors of CFB and River have approved, and deem it advisable and in the best interests of their respective companies and their stockholders to consummate the
business combination transaction provided for herein in which River will be merged with and into CFB (the "Merger"); and

WHEREAS,
for Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a)(1)(A) of the Internal Revenue
Code of 1986, as amended (the "Code").

NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby,
the parties hereto agree as follows:

ARTICLE 1

THE MERGER

1.1Effective Time of the Merger.Subject to the provisions of this Agreement, (i) a certificate
of merger in substantially the form as attached hereto asExhibit 1.1Ashall be duly prepared, executed and acknowledged by CFB and River and
thereafter delivered for filing to the Secretary of State of the State of Delaware, as provided in the Delaware Corporation Law (the "Delaware Law") on the Closing Date (as defined in
Section 1.2); and (ii) articles of merger in substantially the form as attached hereto asExhibit 1.1Bshall be duly prepared,
executed and acknowledged by CFB and River and thereafter delivered for filing to the Secretary of State of the State of Minnesota, as provided in the Minnesota Business Corporation Act (the
"Minnesota Act") on the Closing Date. The Merger shall become effective at the date and time specified in the certificate of merger and the articles of merger (the "Effective Time").

1.2Closing.Subject to the terms and conditions hereof, the closing of the Merger (the "Closing") will
take place prior to the Effective Time and after the satisfaction or waiver (subject to applicable law) of the last to occur of the conditions set forth in Article 6 hereof. The Closing will
take place at the offices of Lindquist & Vennum P.L.L.P., at 4200 IDS Center, 80 South 8th Street, Minneapolis, Minnesota, unless another time, date or place is agreed to in writing by the
parties hereto. Each of the parties shall use its reasonable best efforts to cause the Closing to be completed within 30 days after the satisfaction or waiver of the conditions set forth in
Article 6 of this Agreement.

1.3Effects of the Merger.



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1.4Calculation of River Value.



ARTICLE 2

EFFECT OF THE MERGER ON THE CAPITAL STOCK

2.1Effect on Capital Stock.



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2.2Exchange of Certificates.



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## 

2.3River Stock Options.On or before the Effective Time, River shall provide for the acceleration and
exercise of all such options, warrants and rights or their termination and written release of River from further liability thereunder. At the Effective Time, each option granted by River to purchase
shares of River Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent any right to acquire shares of River Common Stock or CFB Common Stock.

2.4Stock Transfer Books.At the Effective Time, the stock transfer books of River shall be closed and
there shall be no further registration of transfers of shares of River Common Stock thereafter on the records of River. From and after the Effective Time, the holders of certificates evidencing
ownership of shares of River Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by law.
On or after the Effective Time, any certificates presented to the Exchange Agent or CFB for any reason shall be converted into shares of CFB Common Stock in accordance with this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of River.In order to induce CFB to enter into this Agreement, River
represents and warrants to CFB, in all material respects, as of the date of this Agreement (except as otherwise expressly provided), as follows, except as disclosed on the attached Exhibit 3.1(the
"River Disclosure Schedule"):



7





8





9





10





11





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3.2Representations and Warranties of CFB.In order to induce River to enter into this Agreement, CFB
represents and warrants to River, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached Exhibit 3.2(the
"CFB Disclosure Schedule"):



ARTICLE 4

COVENANTS OF RIVER AND CFB

4.1Covenants of River.During the period from the date of this Agreement and continuing until the
Effective Time, River agrees as follows:



13





14





15





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## 



17





4.2Covenants of CFB.During the period from the date of this Agreement and continuing until the
Effective Time, CFB agrees as follows:



18





4.3Covenants of River and CFB.During the period from the date of this Agreement and continuing until
the Effective Time, River and CFB agree as to themselves and their subsidiaries that, except as expressly contemplated or permitted by this Agreement, or to the extent that the parties shall otherwise
consent in writing:



19





If
CFB gives a notice pursuant to (ii) above which sets forth specific objections to the Assessment, then CFB may, at its option, terminate this Agreement as of the date which
is 60 days after the date of such notice unless during such 60 day period River corrects or satisfies such objections, or indemnifies CFB against loss, liability or expense, to the
reasonable satisfaction of CFB.

ARTICLE 5

ADDITIONAL AGREEMENTS

5.1Access to Information.

Upon
reasonable notice and subject to applicable laws relating to the exchange of confidential information, River and CFB shall each (and cause each of its subsidiaries to) afford to
the officers, employees, accountants, counsel and other representatives of each, access during normal business hours during the period prior to the Effective Time, to all its properties, books,
contracts, commitments and records for the purpose of updating any review of such items performed prior to the date of this Agreement and, during such period, River and CFB shall (and shall cause each
of its subsidiaries to) make available to the other: (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the
requirements of federal or state securities laws or federal or state banking laws (other than reports or documents which either party is not permitted to disclose under applicable law); and
(b) all other information concerning its business, properties and personnel as either party may reasonably request. It is contemplated that CFB may conduct an examination of River and the Bank
prior to the Closing Date in order to confirm compliance with the
representations, warranties and covenants set forth in this Agreement and verify the Determination Date Financial Statements.

5.2Affiliates.River shall use its reasonable best efforts to cause each director, executive officer
and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act) of River to deliver to CFB, as soon as practicable after the date hereof, and at least 32 days
prior to the Closing Date, a written agreement substantially in the form ofExhibit 5.2.

5.3Employee Benefit Plans.Each person who is an employee of the Bank as of the Effective Time ("Bank
Employees") shall be participants in the employee welfare plans, and shall be eligible for participation in the pension plans of CFB, as in effect from time to time, subject to any eligibility
requirements (with full credit for years of past service to the Bank, or to any predecessor-in-interest of the

20



Bank
to the extent such service is presently given credit under the Plans of the Bank described in Section 3.1(k) hereof, for the purpose of satisfying any eligibility and vesting periods)
applicable to such plans (but not subject to any pre-existing condition exclusions) and shall enter each welfare plan immediately after the Effective Time and shall enter each pension plan
not later than the first day of the calendar quarter which begins at least 180 days after the Effective Time. For the purpose of determining each Bank Employee's benefit for the year in which
the Merger occurs under the CFB vacation program, vacation taken by a Bank Employee in the year in which the Merger occurs will be deducted from the total CFB benefit. Each Bank Employee shall be
eligible for participation, as a new employee with the credit for past service described above, in the CFB Plans under the terms thereof.

5.4Expenses.Except as otherwise stated herein, whether or not the Merger is consummated, all costs
and expenses incurred in connection with this Agreement, and the transactions contemplated hereby shall be paid by the party incurring such expense, except as may be permitted by Section 7.2.
All of the expenses (including but not limited to accountants' and attorneys' fees) incurred or to be incurred by River in connection with the Merger and not paid as of the Determination Date shall be
estimated and accrued as expenses on the Determination Date Financial Statements.

5.5Additional Agreements and Best Efforts.Subject to the terms and conditions of this Agreement, each
of the parties hereto agrees to use its reasonable best efforts to take all action and to do all things necessary, proper or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including, without limitation, cooperating fully with the other party hereto, providing the other party hereto with any appropriate
information and making all necessary filings in connection with the Requisite Regulatory Approvals.

ARTICLE 6

CONDITIONS PRECEDENT

6.1Conditions to Each Party's Obligation to Effect the Merger.The respective obligation of each party
to effect the Merger shall be subject to the satisfaction prior to the Effective Time of the following conditions:



21





6.2Conditions to Obligations of CFB.The obligation of CFB to effect the Merger are also subject to
the satisfaction or waiver by CFB prior to the Effective Time of the following conditions:



6.3Conditions to Obligations of River.The obligation of River to effect the Merger is also subject to
the satisfaction or waiver by River prior to the Effective Time of the following conditions:



22





ARTICLE 7

TERMINATION AND AMENDMENT

7.1Termination.This Agreement may be terminated in writing at any time prior to the Effective Time,
whether before or after approval of the Merger by the stockholders of River, only in the following circumstances:



7.2Effect of Termination.In the event of termination of this Agreement by either CFB or River as
provided in Section 7.1, this Agreement shall forthwith become void and have no effect, except that the obligations under Sections 4.1(d), 4.2(f), 5.4, and 7.2 shall survive termination of this
Agreement; provided, however, that no party shall be relieved or released from any liabilities or damages arising out of the willful breach by such party of any provision of this Agreement.

7.3Amendment.This Agreement may be amended by the parties hereto, by action taken or authorized by
their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of River; provided, however, that after any such
approval, no amendment shall be made which by law requires further approval by such stockholders, without such further approval. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.

7.4Extension and Waiver.At any time prior to the Effective Time, the parties hereto, by action taken
or authorized by their respective Board of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties
hereto; (ii) waive any inaccuracies in the representations and warranties contained herein or in any of the Schedules; and (iii) waive compliance with any of the agreements or conditions
contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

23



## 

ARTICLE 8

GENERAL PROVISIONS

8.1Non-Survival of Representations and Warranties.No representation or warranty contained
in this Agreement shall survive the Merger or the termination of this Agreement, except that Sections 3.2, 5.3 and this Section 8.1 shall survive the Merger, and Sections 4.1(d) and 4.2(f), 5.4
and 7.2 shall survive the termination of this Agreement.

8.2Notices.All notices and other communications hereunder shall be in writing and shall be deemed
given when received by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

|(a) |  | if to CFB, to:   |  | Community First Bankshares, Inc.
Attn: Bruce A. Heysse, SVPAcquisitions
520 Main Avenue
Fargo, ND 58124-0001               
|--- |  | ---------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|    |  | with copies to:  |  | Steven J. Johnson, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South 8th Street
Minneapolis, MN 55402-2205          
|and |  |                  |  |                                                                                                                             
|(b) |  | if to River, to: |  | Charles R. Gesme
River Bancorp, Inc.
c/o Itasca State Bank of Grand Rapids
1215 Pokegama Avenue South
Grand Rapids, MN 55744
|    |  | with copies to:  |  | Frank B. Butler, Esq.
Faegre & Benson
2200 Norwest Center
90 South 7th Street
Minneapolis, MN 55402                         

8.3Interpretation.When a reference is made in this Agreement to Sections, Exhibits or Schedules, such
reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed
by the words "without limitation."

8.4Counterparts.This Agreement may be executed in counterparts, all of which shall be considered one
and the same agreement.

8.5Entire Agreement.This Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

8.6Third Party Beneficiaries.This Agreement is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder, except that Sections 3.2 and 4.2(c) are intended for the benefit of the River shareholders; Section 4.2(g) is intended for the benefit of River
officers and directors, and Section 5.3 is intended for the benefit of employees of the Bank.

24



8.7Rights of Ownership.No party shall have the right to acquire or shall be deemed to have acquired
shares of common stock of the other party pursuant to the Merger until consummation thereof.

8.8Publicity.Except as otherwise required by law or the rules of the Nasdaq Stock Market or the
National Association of Securities Dealers, so long as this Agreement is in effect, neither CFB nor River shall, nor shall either of them permit any of its subsidiaries to, issue or cause the
publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be
unreasonably withheld.

8.9Assignment.Neither this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

8.10Enforcement of Agreement.Each of the parties hereto agrees that it will not object if the other
party seeks to obtain an injunction to prevent breaches of this Agreement or to enforce specifically the terms and provision hereof in any court in the United States or any state have jurisdiction.
The prevailing party shall be entitled to recover its attorneys fees incurred in the successful enforcement of the terms and provisions of this Agreement.

IN
WITNESS WHEREOF, CFB and River have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first above written.

| |  | COMMUNITY FIRST BANKSHARES, INC.
| |  | --------------------------------
| |  | By:                             
| |  | Name:                           
| |  | Title:                          
| |  | RIVER BANCORP, INC.             
| |  | By:                             
| |  | Name:                           
| |  | Title:                          

25



## 

ASSIGNMENT AND FIRST AMENDMENT OF AGREEMENT AND PLAN OF MERGER

This Assignment and First Amendment to Agreement and Plan of Merger is dated as of November 30, 1999 and entered into by and among Community First
Bankshares, Inc., a Delaware corporation ("CFB"), River Bancorp, Inc., a Minnesota corporation ("River") and Ramsey Acquisition Corporation, a Minnesota corporation ("Acquisition").

WHEREAS,
CFB and River are parties to an Agreement and Plan of Merger dated as of July 26, 1999 (the "Agreement'); and

WHEREAS,
in order to effect the transaction contemplated by the Agreement, it is necessary for CFB to assign its interest in the Agreement to Acquisition, and to amend the Agreement,
all as hereinafter set forth.

NOW,
THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

1.Assignment.CFB hereby assigns all of its right, title and interest in and to the Agreement and
transaction contemplated therein to Acquisition. CFB guarantees the full performance pursuant to the terms of the Agreement by Acquisition. Notwithstanding anything to the contrary in the Agreement or
this Assignment and First Amendment, however, the merger consideration to be exchanged for the shares of River common stock shall continue to be shares of CFB common stock.

2.Amendment.Notwithstanding anything to the contrary in the Agreement, the merger shall be effected
pursuant to the Plan of Merger attached hereto as Exhibit A.

3.No Further Changes.Except as hereinabove set forth, or as necessary to give effect to the
modifications and amendments hereinabove set forth, there are no changes, modifications or amendments to the Agreement.

4.Counterparts.This Agreement may be executed in counterparts all of which shall be considered one
and the same document.

26



IN
WITNESS WHEREOF, CFB, River and Acquisition have caused this Agreement to be signed by the respective officers thereunto duly authorized as of the date first above written.

| |  | COMMUNITY FIRST BANKSHARES, INC.
| |  | --------------------------------
| |  | By:                             
| |  |                                 
| |  | Its:                            
| |  |                                 
| |  | RIVER BANCORP, INC.             
| |  | By:                             
| |  |                                 
| |  | Its:                            
| |  |                                 
| |  | RAMSEY ACQUISITION CORPORATION  
| |  | By:                             
| |  |                                 
| |  | Its:                            
| |  |                                 

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## 

EXHIBIT A

PLAN OF MERGER

This PLAN OF MERGER is dated as of November 30, 1999 ("Plan of Merger"), and entered into by and between Ramsey Acquisition Corporation, a Minnesota
corporation ("Acquisition"), and River Bancorp, Inc., a Minnesota corporation ("River"). This Plan of Merger is joined in by Community First Bankshares, Inc., for purposes of the
exchange of shares described in Article II, below.

WHEREAS,
CFB and River have entered into an Agreement and Plan of Merger dated July 26, 1999 (the "Agreement") that contemplates the merger of River with and into CFB (the
"Merger"); and

WHEREAS,
CFB, River and Acquisition have entered into an Assignment and First Amendment of Agreement and Plan of Merger (the "Assignment"), pursuant to which CFB has assigned its
right, title and interest under the Agreement to Acquisition, subject to the exchange of CFB Common Stock for River Common Stock in the Merger; and

WHEREAS,
the Boards of Directors of Acquisition and River deem it fair and equitable to, and in the best interests of, their respective corporations and stockholders that River be
merged with and into Acquisition upon the terms and conditions provided in this Plan of Merger and the Agreement and pursuant to the Minnesota Business Corporation Act (the "Act"); and

WHEREAS,
the Board of Directors of CFB has authorized the issuance of fully paid and nonassessable shares of common stock, $.01 par value, of CFB ("CFB Common Stock") pursuant hereto.

NOW,
THEREFORE, in consideration of the premises and the agreements herein contained, the parties hereto adopt and agree to the following agreements, terms and conditions relating to
the Merger and the mode of carrying the same into effect:

ARTICLE I

THE MERGER

1.01.The Merger.Subject to the terms and conditions of the Agreement, River will be merged with and
into Acquisition, which will be the surviving corporation, in accordance with and with the effects provided in the Act.

1.02.Effective Time of the Merger.Subject to the provisions of the Agreement, articles of merger (the
"Articles of Merger") shall be duly prepared and executed by Acquisition and River and thereafter delivered to the Secretary of State of the State of Minnesota for filing, as provided in the Act, on
or as soon as practicable after the Closing Date. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Minnesota or at such later
time as is provided in the Articles of Merger (the "Effective Time").

1.03.Effects of the Merger.



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ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS

2.01.Effect on Capital Stock.As of the Effective Time, by virtue of the Merger and without any action
on the part of the holders of any shares of River Common Stock, but subject to the conditions of the Agreement and the provisions of Section 302A.471 of the Act:



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2.02.Exchange of Certificates.



2.03.Conversion of Common Stock of Acquisition.At the Effective Time, the shares of Acquisition
Common Stock validly issued and outstanding immediately prior to the Effective Time shall continue outstanding as the sole outstanding shares of capital stock of the Surviving Corporation.

ARTICLE III

CONDITIONS; TERMINATION; AMENDMENT

3.01.Conditions to the Merger.Consummation of the Merger is conditioned upon the fulfillment or
waiver of the conditions precedent set forth inArticle 6of the Agreement.

3.02.Termination.This Plan of Merger may be terminated and the Merger abandoned by mutual consent of
the respective Boards of Directors of River and Acquisition at any time prior to the Effective Time. If the Agreement is terminated in accordance withArticle 7thereof, then this Plan of Merger
will terminate simultaneously and the Merger will be abandoned without further action by River or Acquisition.

3.03.Amendment.This Plan of Merger may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

3.04.Extension; Waiver.At any time prior to the Effective Time, Acquisition, CFB and River, by action
taken or authorized by their respective Boards of Directors (or, in the case of CFB, the Finance Committee of its Board of Directors), may, to the extent legally allowed, (i) extend the time
for the performance of any of the obligations or other acts of the other party hereto and (ii) waive compliance by the other with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in written instrument on behalf of such party.

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ARTICLE IV

GENERAL PROVISIONS

4.01.Notices.All notices and other communications hereunder shall be in writing and shall be deemed
given if delivered personally or by nationally recognized overnight courier service, telecopied (with receipt confirmed) or mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice):

|(a) |  | if to Acquisition |  | Community First Bankshares, Inc.                                                                                            
|--- |  | ----------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|    |  | and/or CFB, to:   |  | Attn: Bruce A. Heysse, Senior Vice President
520 Main Avenue
Fargo, ND 58124                                                
|    |  | with a copy to:   |  | Lindquist & Vennum P.L.L.P.
Attn: Steven J. Johnson, Esq.
4200 IDS Center
80 South 8th Street
Minneapolis, MN 55402-2205    
|(b) |  | if to River, to:  |  | Charles R. Gesme
River Bancorp, Inc.
c/o Itasca State Bank of Grand Rapids
1215 Pokegama Avenue South
Grand Rapids, MN 55744
|    |  | with a copy to:   |  | Frank B. Butler, Esq.
Faegre & Benson
2200 Norwest Center
90 South 7th Street
Minneapolis, MN 55402                         

4.02.Interpretation.The headings contained in this Plan of Merger are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Plan of Merger.

4.03.Counterparts.This Plan of Merger may be executed in two or more counterparts, all of which shall
be considered one and the same agreement.

4.04.Governing Law.This Plan of Merger shall be governed and construed in accordance with the laws of
the State of Minnesota.

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