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                          COMMUNITY FIRST BANKSHARES, INC.

                       SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


     THIS INSTRUMENT, establishing the Community First Bankshares, Inc.
Supplemental Executive Retirement Plan, is made and entered into by Community
First Bankshares, Inc., a Delaware corporation, as shall be effective as of
August 1, 1995.

     1.     PURPOSE OF PLAN.  The purpose of this Plan is to provide
Participants with supplemental retirement benefits as set forth herein.

     2.     DEFINITIONS.

     2.1    BOARD.  "Board" is the Board of Directors of Community First
Bankshares, Inc.

     2.2    CFB.  "CFB" is Community First Bankshares, Inc., a Delaware
corporation, and affiliates of CFB which are under common control with CFB under
the provisions of Section 414 of the Code.

     2.3    CODE.  The "Code" is the Internal Revenue Code of 1986, as amended.

     2.4    COVERED COMPENSATION.  "Covered Compensation" is the base pay of a
Participant for a calendar year.  For a Board member, "Covered Compensation" is
Directors' fees.

     2.5    DEFERRED COMPENSATION.  "Deferred Compensation" is the Participant's
Covered Compensation or Incentive Pay which the Participant has elected to have
treated as Deferred Compensation under Article 3 of this Plan, in addition to
CFB contributions to the Plan.

     2.6    ESOP.  "ESOP" is the Community First Bankshares, Inc. Employee Stock
Ownership Plan and Trust.

     2.7    401(k) RETIREMENT PLAN.  "401(k) Retirement Plan" is the Community
First Bankshares, Inc. 401(k) Retirement Plan and Trust.

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     2.8    INCENTIVE PAY.  "Incentive Pay" is the award or bonus payable to a
Participant under the CFB incentive plan or otherwise, as determined annually by
the Board.

     2.9    PARTICIPANT.  "Participant" is any executive or management level
employee of CFB who is an officer and who is a highly compensated employee, as
defined in Internal Revenue Code Section 414(s) or any Board member.
Participants shall be selected by the Board.  Each such employee shall continue
to be eligible to contribute to this Plan until such employee ceases to be an
employee or Board member as described above; provided, however, that the
employee shall continue to be a Participant in this Plan until his or her
benefits are fully paid.  The Board, from time to time, may provide by
resolution for additional positions that will qualify for participation in this
Plan.

     2.10   PLAN.  "Plan" is the Community First Bankshares, Inc. Supplemental
Executive Retirement Plan.

     2.11   PLAN ADMINISTRATOR.  "Plan Administrator" is the Board, and the Vice
President of Finance and Vice President of Human Resources of CFB are authorized
to perform general administrative functions under the Plan on behalf of the Plan
Administrator.

     3.     SUPPLEMENTAL BENEFITS.

     3.1    COVERED COMPENSATION.  Each Participant may elect to contribute up
to 25% of the Participant's Covered Compensation earned subsequent to the date
of such election as Deferred Compensation to the Plan.  Each Participant may
also elect to contribute any or all of the following amounts to the Plan as
Deferred Compensation:

            (a)   the amount by which such Participant's elective and matching
     contributions are reduced under the 401(k) Retirement, in order to cause
     such Plan to comply with the limitations set forth in Code Sections
      401(k)(3) and/or 401(m)(2);

            (b)   the amount by which such Participant's elective contributions
     are limited under the 401(k) Retirement by the restriction of Covered
     Compensation under such Plan to $150,000 (or such figure as adjusted) under
     Code Section 401(a)(17);

            (c)   the amount by which such Participant's elective contributions
     are limited under the 401(k) Retirement Plan by restrictions on Covered
     Compensation under such Plan resulting from anti-discrimination standards
     under Code Sections 401(a)(5)(B) and 414(s); and

            (d)   the amount by which such Participant elective contributions to
     the 401(k) Retirement Plan exceed the limitation in Code Section  402(g).

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     3.2    INCENTIVE PAY.  In addition to an election under Section 3.1, each
Participant may elect to contribute up to 100% of the Participant's Incentive
Pay awarded subsequent to the date of such election as Deferred Compensation to
the Plan.

     3.3    ELECTION.  Any election of Deferred Compensation pursuant to
Sections 3.1 or 3.2 shall be in writing, shall be made at least six (6) months
prior to the beginning of the succeeding calendar year and shall be applicable
to Covered Compensation and Incentive Pay earned for such calendar year.  Such
election shall remain in effect for and shall be irrevocable during the calendar
year.  A new election may be made for each subsequent calendar year at least six
(6) months prior to the beginning of each such calendar year.  In the absence of
a timely election, the Participant's written election for the preceding calendar
year shall apply to the succeeding calendar year.

     For the initial calendar year of this Plan, or for employees who become
Participants during a calendar year, an election of Deferred Compensation may be
made within thirty (30) days after the effective date of this Plan or the
effective date of the employee's designation as a Participant, respectively.

     3.4    CFB CONTRIBUTION.  CFB may, but shall not be obligated to,
contribute to the Plan an amount equal to that portion of each Participant's
Covered Compensation and, if applicable, Incentive Pay, contributed to this Plan
that

            (a)   CFB would otherwise match under the provisions of the 401(k)
     Retirement Plan but for the legal limitations identified in Section 3.1 of
     this Plan; or

            (b)   CFB would allocate to the Participant's account in the ESOP
     but for legal limitations identified in Section 3.1(b) of this Plan.

The purpose of this provision is to provide Participants with substantially
identical benefits to those that would be provided to them under the terms of
the 401(k) Retirement Plan and/or the ESOP except for limitations imposed by the
Code.  The contributions, if any, made by CFB under this Section shall be
administered in accordance with the terms of this Plan.

     3.5    ACCOUNTING.  On the date that an amount of Deferred Compensation
under Section 3.1, 3.2 or 3.4 would otherwise be paid to the Participant, the
401(k) Retirement Plan or the ESOP, the amount of such Deferred Compensation
shall be credited to an account on the books of CFB.  No Participant shall
derive any rights or benefits in or to any assets of CFB solely from the
establishment or maintenance of such accounts on the books of CFB.


     3.6    VESTING.  Each Participant shall have a fully vested and
nonforfeitable interest in his or her amounts of Deferred Compensation
contributed to the Plan.  The Participant's vested interest in CFB contributions
pursuant to Section 3.4(a) shall be determined in accordance with

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the relevant vesting provisions of the 401(k) Retirement Plan.  The
Participant's vested interest in CFB contributions pursuant to Section 3.4(b)
shall be determined in accordance with the vesting provisions of the ESOP.

     4.     INVESTMENT OF DEFERRALS.  The initial amounts of Deferred
Compensation shall be invested by the Plan Administrator or the trustee of the
grantor trust established under Section 7 in a manner commensurate with the
following sentence.  Following approval of the Plan by the shareholders of CFB,
all amounts contributed to the Plan as Deferred Compensation or CFB
contributions shall be invested in CFB common stock by the Plan Administrator,
or by the trustee of the grantor trust established under Section 7, as soon as
practicable following receipt by the Plan or grantor trust, including amounts
contributed to the Plan prior to such approval.  Account adjustments shall be
determined and reported to Participants by CFB at least annually, and CFB's
determination shall be final.

     5.     DISTRIBUTIONS FROM ACCOUNTS.

     5.1    DISTRIBUTION TIMING.  The Participant shall determine the time of
distribution of the vested amount of his or her Deferred Compensation in the
election form.

     5.2    DISTRIBUTION METHOD.  The Participant shall elect to have the vested
amount of his or her Deferred Compensation distributed in CFB common stock
and/or cash in one of the forms below in the election form:

            (a)   a single lump sum; or

            (b)   distribution in equal annual installments over a period of
     years established by the Plan Administrator.

     5.3    CHANGE IN ELECTION.  Elections made under Sections 5.1 and 5.2 may
be changed by the Participant, provided that no election shall be changed
subsequent to the commencement of distributions from the Plan, and any election
change shall be made at least six (6) months prior to the calendar year in which
a distribution is to be made or commence, and before the distribution becomes
fully ascertainable in amount.  A change in distributing timing or method shall
be subject to approval by the Plan Administrator.

     5.4    DISTRIBUTION TO BENEFICIARY.  If the Participant is deceased, the
distribution shall be payable to the beneficiary of the Participant at the time
and in the form payable to the Participant hereunder.  However, the Plan
Administrator, in its discretion, may accelerate the payment of benefits under
this Plan to the Participant's beneficiary.

     6.     FIDUCIARY DUTIES.  The Board shall have full power to construe,
interpret and administer this Plan, including to make any determination required
under this Plan and to make such rules and regulations as it deems advisable for
the operation of this Plan.  A majority of the

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Board shall constitute a quorum.  No member of the Board shall participate in
any action to determine his or her individual rights or benefits under this Plan
that does not apply equally to all Participants in the Plan.  Actions of the
Board shall be by a majority of persons constituting a quorum and eligible to
vote on an issue.  Meetings may be held in person or by telephone.  Action by
the Board may be taken in writing without a meeting provided such action is
executed by all disinterested members of the Board.  To the extent it is
feasible to do so, determinations, rules and regulations of the Board under this
Plan shall be consistent with similar determinations, rules and regulations of
the 401(k) Retirement Plan.  All determinations of the Board shall be final.

     7.     FUNDING.  Nothing in this Plan shall be construed as permitting the
Participant, beneficiary or estate to claim any security for the fulfilling of
the obligations of CFB hereunder, and the Participant, beneficiary and estate
shall look only to the general assets of CFB for the satisfaction of CFB's
obligations.  If CFB should invest in property to fund its obligations under
this Plan, either through the creation of a grantor trust or otherwise, CFB
shall be the sole owner of such property, and the Participant, beneficiary and
estate shall have no rights in said property.

     8.     DESIGNATION OF BENEFICIARY.  Each Participant shall file with the
Administrator, on form prescribed by CFB, a written designation of the person or
persons to receive the benefits under this Plan.  This right shall include the
right to name and change primary and contingent beneficiaries, but any
designation of beneficiaries shall be effective only when filed by the
Participant in writing with the Administrator during the Participant's lifetime.
In the absence of such written designation or if the beneficiary so named
predeceased the Participant, the Participant's beneficiary shall be the same
person(s) designated as such under the terms of the 401(k) Retirement Plan.

     9.     CLAIMS PROCEDURE.

     9.1    CLAIMS PROCEDURE AND REVIEW.  A Participant or beneficiary (the
"claimant") may make a claim for Plan benefits within the time and in the manner
described herein.  Such claim shall be made within 60 days after the claim
arises by filing a written request with the Vice President of Human Resources of
CFB, on behalf of the Plan Administrator.  The claim shall be determined by the
Plan Administrator within a reasonable time after the receipt of the written
claim.  Notice of the Plan Administrator's decision shall be communicated to the
claimant in writing.  If the claim is denied, the notice shall include the
specific reasons for the denial (including reference to pertinent Plan
provisions), a description of any additional material or information necessary
for the Plan Administrator to reconsider the claim, the reasons for any of such
additional material or information, and an explanation of the review procedure.

     9.2    APPEAL.  The claimant or his or her duly authorized representative
may, within 90 days after receiving such written notice, request the president
of CFB to review the Plan Administrator's decision.  The president shall afford
the claimant a hearing and the opportunity to review all pertinent documents and
submit issues and comments orally and in writing and shall

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render a review decision in writing within 120 days after receipt of request for
review.  The review proceeding shall be conducted in accordance with the rules
and regulations adopted from time to time by the president.

     10.    MISCELLANEOUS.

     10.1   LIABILITY.  No officer of CFB shall be personally liable by virtue
of any contract, agreement or other instrument made or executed by him or on his
behalf as an officer, nor for any mistake or judgment made by himself or any
other officer, nor for any negligence, omission or wrongdoing of any other
officer or of anyone employed by CFB, nor for any loss, unless resulting from
his own gross negligence or willful misconduct.  In addition, CFB does not
assure or guarantee the tax consequences of benefits provided hereunder or other
matters beyond its control.

     10.2   TITLE TO ASSETS.  No Participant or former Participant shall have
any legal or equitable right or interest in any of the funds set aside by CFB or
in any assets in which CFB may invest, from time to time, to fund this Plan.

     10.3   AMENDMENTS.  CFB reserves the right to amend or modify, in whole or
in part, any or all of the provisions of this Plan at any time by a written
instrument; provided, however, that no amendment or modification shall be made
which will deprive any Participant or any Participant's beneficiary of any
vested benefits to which he or she is entitled under the Plan.

     10.4   TERMINATION.  Continuation of the Plan is not assumed as a
contractual obligation of CFB and the right is reserved by CFB to at any time
reduce, suspend or discontinue the Plan.  However, no such reduction, suspension
or discontinuance shall deprive any Participant or beneficiary of any benefits
that become vested under the Plan.

     10.5   ASSIGNMENT AND LEVY.  The Plan is for the benefit and protection of
Participants and their beneficiaries and the rights, privileges and benefits
herein conferred shall not, to the extent permitted by law, be subject to
alienation, assignment, pledge, levy, attachment, garnishment or other legal
process or in any manner anticipated, encumbered, committed, withdrawn or
surrendered, and neither shall the same be subject or liable in any way for
debts, contracts, or agreements or other claims of creditors of such
Participants or their beneficiaries whether such claims are now contracted or
which may hereafter be contracted or incurred.


     10.6   PARTICIPANT'S RIGHTS.  The establishment of this Plan shall not
create any legal or equitable right against CFB unless such right is
specifically provided for in this Plan.  Furthermore, nothing in this Plan shall
be construed as giving a Participant the right to be retained in the employment
of CFB, and a Participant shall remain subject to discharge at any time to the
same extent as if this Plan had not been adopted.

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     10.7   INCOMPETENCY.  Every person receiving or claiming benefits under
this Plan shall be conclusively presumed to be mentally competent until the date
on which the Administrator receives a written notice in a form and manner
acceptable to the Plan Administrator that such person is incompetent and that a
guardian, conservator or other person legally vested with the care of his estate
has been appointed.  In such event, the Plan Administrator may direct payments
of benefits to such guardian, conservator or other person legally vested with
the care of his estate and any such payments so made shall be a complete
discharge of the Plan Administrator to the extent so made.

     10.8   NOTICES.  Notices required by this Plan to be given to CFB or a
Participant shall be in writing and shall be considered to have been duly given
or served if personally delivered, or sent by first class, certified or
registered mail.

     10.9   SEVERABILITY.  The invalidity or partial invalidity of any portion
of this Plan shall not invalidate the remainder thereof, and said remainder
shall remain in full force and effect.

     10.10  RELEASE.  Any payment to or for the benefit of any Participant or
his beneficiaries in accordance with the provisions hereof shall, to the extent
thereof, be in full satisfaction of all claims hereunder against CFB.

     10.11  GOVERNING LAW.  Construction and administration of this Plan shall
be governed by the laws of the State of North Dakota, except to the extent
preempted by federal law.


                                        COMMUNITY FIRST BANKSHARES, INC.


                                        By
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                                        Its
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