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                               PROMISSORY NOTE

$30,000,000.00                                                 July 14, 1997

     FOR VALUE RECEIVED, the undersigned, COMMUNITY FIRST BANKSHARES, INC., a 
Delaware corporation with offices in Fargo, North Dakota, promises to pay to 
the order of Norwest Bank Minnesota, National Association, as agent ("Agent") 
on behalf of Harris Trust And Savings Bank ("Harris"), Bank Of America 
National Trust And Savings Association ("B of A") and Norwest Bank Minnesota, 
National Association (as a lender, "Norwest") (Harris, B of A and Norwest 
hereinafter referred to as the "Banks") at the Agent's Norwest Center Office, 
or at any other place designated at any time by the holder hereof, in lawful 
money of the United States of America, the principal sum of THIRTY MILLION 
AND NO/100 DOLLARS ($30,000,000.00), together with interest on the unpaid 
balance hereof from the date hereof until this Note is fully paid at annual 
rates determined in accordance with the provisions of the Credit Agreement 
defined below.  Interest on this Note shall be calculated on the basis of 
actual number of days elapsed in a 360-day year.

     This Note constitutes the Term Note issued pursuant to the provisions of 
that certain Credit Agreement of even date herewith (the "Credit Agreement") 
made between the undersigned, the Banks and the Agent.  Reference is hereby 
made to the Credit Agreement for statements of the terms pursuant to which 
accrued interest on this Note is payable.  Reference is also hereby made to 
the Credit Agreement for statements of the terms pursuant to which the 
indebtedness evidenced hereby was created, may be prepaid voluntarily and may 
be accelerated.

     The loan evidenced by this Note is comprised of Tranche A, in the amount 
of $6,000,000.00, and Tranche B, in the amount of $24,000,000.00.

     The principal of this Note shall be repayable as follows:

          A.   The principal of Tranche A shall be repayable as follows:

                    Six (6) semi-annual installments, each in the amount of
                    $1,000,000.00, commencing January 31, 1998 and continuing 
                    on the 31st day of each consecutive July and January 
                    thereafter through and including July 31, 2000, at which 
                    time all then-remaining outstanding principal of Tranche A 
                    shall be due and payable.

          B.   The principal of Tranche B shall be repayable as follows:

                    Six (6) semi-annual installments, each in the amount of
                    $875,000.00, commencing January 31, 1998 and continuing 
                    on the 31st day of each consecutive July and January 
                    thereafter through and including July 31, 2000; plus, 
                    nine (9) semi-annual installments each in the amount of 
                    $1,875,000.00, commencing January 31, 2001 and continuing 
                    on the 31st day of each consecutive July and January 
                    thereafter through and


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                    including January 31, 2005; plus, one (1) final installment
                    in an amount equal to all then-remaining unpaid principal 
                    of Tranche B shall be due and payable on July 31, 2005.

     This Note replaces, but shall not be deemed payment or satisfaction of, 
that certain Promissory Note of even date made by the undersigned in the face 
amount of $30,000,000.00 payable to the Agent on behalf of the Banks, and 
which contained an incomplete name for B of A.

     Unless prohibited by law, the undersigned agrees to pay all costs of 
collection, including reasonable attorney's fees and legal expenses, incurred 
by the holder hereof in the event this Note is not duly paid.  The holder 
hereof may change any terms of payment of this Note, including extensions of 
time and renewals, and release any security for, or any party to, this Note, 
without notifying or releasing any accommodation maker, endorser or guarantor 
from liability in connection with this Note.  Presentment or other demand for 
payment, notice of dishonor and protest are hereby waived by the undersigned 
and each endorser or guarantor.  This Note shall be governed by the 
substantive laws of the State of Minnesota.

                                    COMMUNITY FIRST BANKSHARES, INC.

                                    By:  /s/ Mark A. Anderson
                                         ------------------------------------
                                         Mark A. Anderson,
                                         Executive Vice President,
                                         Chief Financial Officer and Secretary

                                    By:  /s/ Donald R. Mengedoth
                                         ------------------------------------
                                         Donald R. Mengedoth,
                                         President and Chief Executive Officer


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