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                                                                Exhibit 10.15.3

                      COMMUNITY FIRST BANKSHARES, INC.
                   CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS SEVERANCE AGREEMENT ("Agreement") is entered into effective as of 
December 1, 1998, by and between Community First Bankshares, Inc. a bank 
holding company organized under the laws of the state of Delaware ("CFB") and 
_____________, residing in Fargo, ND ("Executive"). 

     WHEREAS, CFB considers the establishment and maintenance of a sound and 
vital management to be essential to protecting and enhancing the best 
interests of CFB and its shareholders; and

     WHEREAS, the Executive has made and is expected to make, due to 
Executive's intimate knowledge of the business and affairs of CFB, its 
policies, methods, personnel, and problems, a significant contribution to the 
profitability, growth, and financial strength of CFB; and

     WHEREAS, CFB, as a publicly held corporation, recognizes that the 
possibility of a Change in Control may exist, and that such possibility and 
the uncertainty and questions which it may raise among management may result 
in the departure or distraction of the Executive in the performance of the 
Executive's duties, to the detriment of CFB and its shareholders; and

     WHEREAS, it is in the best interests of CFB and its stockholders to 
reinforce and encourage the continued attention and dedication of management 
personnel, including Executive, to their assigned duties without distraction 
and to ensure the continued availability to CFB of the Executive in the event 
of a Change in Control; and

     WHEREAS, CFB desires to assure Executive of certain benefits in the 
event of Executive's severance from employment with CFB without Cause 
following a Change in Control;

     NOW, THEREFORE, in consideration of the mutual covenants, 
representations, warranties and promises stated below, and for other valuable 
consideration, the receipt and adequacy of which are hereby acknowledged, CFB 
and Executive agree as follows:
     
1.   EMPLOYMENT.  To be eligible to receive benefits under this 
     Agreement, (a) Executive must maintain employment with CFB until after a 
     Change in Control and (b) a Severance of Executive's employment shall 
     have occurred during the Term of this Agreement and after a Change in 
     Control.  Prior to a Change in Control, Executive shall have no right to 
     benefits under this Agreement.

     For purposes of this Agreement, Severance shall mean either the 
     involuntary termination of Executive's employment with CFB  without Cause 
     or Executive's voluntary termination of employment with CFB resignation 
     for Good Reason; where Cause has the definition set forth in Section 
     7(c)(ii) and Good Reason has the definition set forth in Section 
     7(a)(ii).

2.   TERM OF AGREEMENT.  Subject to the provisions for earlier 
     termination provided in this Agreement, the Term of this Agreement shall 
     commence on the effective date of this Agreement as stated above and 
     shall continue through December 31, 2001, and shall be extended for 
     successive one-year periods thereafter unless the Board of Directors of 
     CFB ("Board") shall have given written notice 


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     to Executive not later than September 30 of the last year of the original 
     or extended Term of this Agreement of CFB's election to discontinue the 
     Term of this Agreement; provided, however, that if a Change in Control 
     shall have occurred during the original or extended Term of this 
     Agreement, the Term of this Agreement shall continue, irrespective of any 
     action of the Board of CFB, for a period of not less than 24 months beyond
     the month in which such Change in Control occurred.  In the event that 
     more than one Change in Control shall occur during the original or 
     extended Term of this Agreement, the 24-month period shall follow the last
     Change in Control. The Term of this Agreement shall expire and this 
     Agreement shall neither impose nor confer any further rights or 
     obligations on CFB or Executive on the day after the end of the Term of 
     this Agreement. Expiration of the Term of this Agreement of itself and 
     without subsequent action by CFB or Executive shall not end the employment
     relationship between CFB and Executive.

     On or before the expiration of the Term of this Agreement, this Agreement
     shall terminate due to the resignation of Executive as set forth in 
     Section 7(a), death of Executive as set forth in Section 7(b), discharge 
     of Executive as set forth in Section 7(c) or disability of Executive as 
     set forth in Section 7(d); provided that any rights or obligations which 
     expressly or impliedly survive termination of this Agreement shall 
     continue to be binding and enforceable by CFB and Executive.

3.   EXECUTIVE'S DUTIES.  During the Term of this Agreement, Executive 
     shall serve as [title] or such successor position as Executive voluntarily
     accepts, with such customary duties and responsibilities as may be 
     assigned from time to time to Executive by CFB, provided that such 
     duties and responsibilities are at all times consistent with the duties 
     and responsibilities of such position.  Executive shall devote exclusive 
     attention and time during normal business hours to the business and 
     affairs of CFB and, to the extent necessary to discharge the duties and 
     responsibilities of Executive's position, shall perform faithfully and 
     efficiently to the best of Executive's abilities such duties and 
     responsibilities.

4.   BASE COMPENSATION.  For services rendered by Executive, CFB shall 
     pay to Executive Base Compensation of [$                  ] per annum 
     payable in accordance with CFB's customary payroll practice for its 
     management personnel. Base Compensation shall be reviewed at least 
     annually as of the close of each fiscal year of CFB and may be increased 
     to reflect inflation or such other adjustments as CFB may deem 
     appropriate, but original Base Compensation or Base Compensation as 
     subsequently increased shall not be decreased thereafter, except for 
     across-the-board percentage salary reductions similarly affecting all 
     management personnel of CFB.

5.   ADDITIONAL BENEFITS.  In addition to Base Compensation, Executive 
     shall be entitled to receive all fringe benefits customarily offered by 
     CFB to its executives including, without limitation, participation in 
     CFB's Annual Incentive Compensation Plan at the participation level 
     established by CFB for Executive as of the date of this Agreement, other 
     incentive plans and perquisites offered generally to key employees, the 
     various employee benefit plans or programs provided to the employees of 
     CFB in general subject to the eligibility requirements with respect to 
     each of such benefit plans or programs, and such other benefits or 
     perquisites as may be approved by the Board during the Term of this 
     Agreement.  Nothing in this Section 5 shall prohibit CFB from making any 
     changes in any of the plans, programs or benefits described in this 
     Section 5, provided the change similarly affects all management 
     personnel of CFB.

     6.   CHANGE IN CONTROL.


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     (a)  For purposes of this Agreement, "Change in Control" shall mean 
          the occurrence of one of the following events:

          (i)  any "person" [as such term is used in Section 13(d) and 
               4(d) of the Securities Exchange Act of 1934, as amended 
               ("Exchange Act")], other than a trustee or other fiduciary
               holding securities under an employee benefit plan of CFB is
               or becomes the "beneficial owner" (as defined in Rule 13d-3
               under the Exchange Act), directly or indirectly of 
               securities representing 25% or more of the combined voting 
               power of CFB's then outstanding securities;

          (ii) during any period of two consecutive years (not including any 
               period ending prior to the effective date of this Agreement), 
               individuals who at the beginning of such period constitute the 
               Board of Directors of CFB, and any new director [other than a 
               director designated by a person who has entered into agreement 
               with CFB to effect a transaction permitted by Section 6(a)(I), 
               (iii) or (iv)] whose election by the Board of Directors of CFB 
               or nomination for election by CFB's stockholders was approved by
               vote of at least two-thirds of the directors then still in 
               office who either were directors at the beginning of the period 
               or whose election or nomination for election was previously so 
               approved ("Continuing Directors"), cease for any reason to 
               constitute at least a majority of the Board of Directors of CFB;

         (iii) the stockholders of CFB approve a merger or consolidation of 
               CFB with any other corporation, other than (A) a merger or 
               consolidation which would result in the voting securities of 
               CFB outstanding immediately prior thereto continuing to 
               represent (either by remaining outstanding or by being 
               converted into voting securities of the merged or consolidated 
               entity) 50% or more of the combined voting power of the voting 
               securities of CFB or such merged or consolidated entity 
               outstanding immediately after such merger or consolidation, or 
               (B) a merger or consolidation effected to implement a 
               recapitalization of CFB or similar transaction in which no 
               "person" acquires more than 25% of the combined voting power 
               of CFB's then outstanding securities;

          (iv) the stockholders of CFB approve a plan of complete liquidation 
               or a sale or disposition by CFB of all or substantially all of 
               CFB's assets.  "The sale or disposition by CFB of all or 
               substantially all of CFB's assets" shall mean a sale or other 
               disposition transaction or series of related transactions 
               involving assets of CFB or of any direct or indirect 
               subsidiary of CFB (including the stock of any direct or 
               indirect subsidiary of CFB) in which the value of the assets 
               or stock being sold or otherwise disposed of (as measured by 
               the purchase price being paid therefor or by such other method 
               as the Board of Directors of CFB determines is appropriate in 
               a case where there is no readily ascertainable purchase price) 
               constitutes more than 50% of the fair market value of CFB. For 
               purposes of the preceding sentence, the "fair market value of 
               CFB" shall be the aggregate market value of CFB's outstanding 
               common stock (on a fully diluted basis) plus the aggregate 
               market value of CFB's other outstanding equity securities. The 
               aggregate market value of CFB's common stock shall be 
               determined by multiplying the number of shares of 


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               CFB common stock (on a fully diluted basis) outstanding on the 
               date of the execution and delivery of a definitive agreement 
               ("Transaction Date") with respect to the sale or disposition 
               by CFB of all or substantially all of CFB's assets by the 
               average closing price for CFB's common stock for the ten 
               trading days immediately preceding the Transaction Date.  The 
               aggregate market value of any other equity securities of CFB 
               shall be determined in a manner similar to that prescribed in 
               the immediately preceding sentence for determining the 
               aggregate market value of CFB's common stock or by such other 
               method as the Board of Directors of CFB shall determine is 
               appropriate; and

          (v)  the Board of Directors of CFB determines, by a vote of a 
               majority of its entire membership, that a tender offer 
               statement by any person (as defined above) indicates an 
               intention on the part of such person to acquire control of CFB.

     (b)  In the event of a Change in Control, any options granted to Executive
          that are not vested on the date of a Change in Control shall be 
          immediately fully (100%) vested and shall be exercisable in 
          accordance with their respective terms and conditions.

7.   TERMINATION.  This Agreement may be terminated prior to the end of the 
     Term of this Agreement subject to the provisions of this Section 7.

     (a)  RESIGNATION.

          (i)  Executive may resign, including by reason of retirement, at any
               time and thereby terminate this Agreement.  In the event of 
               such resignation, except in the case of resignation for Good 
               Reason following a Change in Control, all rights and 
               obligations of CFB and Executive under this Agreement shall 
               cease on the date of resignation.

          (ii) If Executive resigns for Good Reason following a Change in 
               Control, Executive shall be entitled to the compensation and 
               benefits provided in Section 7(c)(I). "Good Reason" shall mean 
               (A) the material breach of any of CFB's obligations under this 
               Agreement without Executive's written consent or (B) the 
               occurrence of any of the following circumstances without 
               Executive's express written consent unless such circumstances 
               are fully corrected prior to the Date of Termination specified 
               in Executive's Notice of Termination:

               (1)  the assignment to Executive of any duties and 
                    responsibilities inconsistent with the position that 
                    Executive held immediately prior to the Change in Control, 
                    relocation of the Executive to an office or site more than 
                    50 miles from the Executive's job location prior to the 
                    Change in Control, or a significant adverse alteration in 
                    the nature or status of Executive's duties and 
                    responsibilities or the conditions of Executive's 
                    employment from those in effect immediately prior to the 
                    Change in Control;

               (2)  a reduction by CFB in Executive's Base Compensation;


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                    (3)  the failure by CFB to pay to Executive any portion of 
                         Executive's current compensation or any portion of an 
                         installment of deferred compensation under any deferred
                         compensation program of CFB within seven days of the 
                         date such compensation is due;

                    (4)  the failure by CFB to continue in effect any 
                         compensation plan in which Executive participated
                         immediately prior to a Change in Control if that 
                         compensation plan is material to Executive's total 
                         compensation unless an equitable arrangement (embodied
                         in an ongoing substitute or alternative plan) has been
                         made with respect to such plan, or the failure by CFB 
                         to continue Executive's participation in such 
                         compensation plan (or in such substitute or alternative
                         plan) on a basis at least as favorable, both in terms 
                         of the amount of benefits provided and the level of 
                         Executive's participation relative to other 
                         participants, as existed prior to the Change in 
                         Control;

                    (5)  the failure by CFB to continue to provide Executive 
                         with benefits substantially similar to those enjoyed 
                         by Executive under any of CFB's pension, savings, life
                         insurance, medical, health, accident, or disability 
                         plans in which Executive was participating at the time
                         of the Change in Control, the taking of any action by 
                         CFB which would materially reduce, directly or 
                         indirectly, any of such benefits or deprive Executive 
                         of any material fringe benefit or policy or program for
                         the benefit of the management personnel of CFB enjoyed 
                         by Executive at the time of the Change in Control;

                    (6)  the failure by CFB to provide Executive with the number
                         of paid vacation days to which Executive is entitled in
                         accordance with CFB's normal vacation policy in effect
                         at the time of the Change in Control;

                    (7)  the failure of CFB to obtain a satisfactory agreement 
                         from any successor to assume and agree to perform this
                         Agreement, as contemplated in Section 12; or

                    (8)  any purported termination of Executive's employment
                         that is not effected pursuant to a Notice of 
                         Termination satisfying the requirements of 
                         Section 7(e).

          (iii) Executive's rights to resign pursuant to this Section 7(a) shall
                not be affected by incapacity due to physical or mental illness.
                Executive's continued employment shall not constitute consent 
                to, or a waiver of rights with respect to, any circumstances 
                constituting Good Reason.

     (b)  DEATH.  Upon Executive's death, this Agreement shall terminate
          and CFB shall have no obligations to Executive or Executive's legal
          representatives with respect to this Agreement.  Executive's death 
          prior to the Date of Termination stated in any Notice of Termination
          given by CFB or Executive shall invalidate and supersede the Notice of
          Termination. 


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          Termination of this Agreement shall not affect any of the death 
          benefits payable to Executive's dependents, survivors or beneficiaries
          under any plan or program under which Executive was covered at the 
          time of death.

     (c)  DISCHARGE.

          (i)  CFB may terminate, without any liability to Executive under this
               Agreement, this Agreement and Executive's employment by 
               discharging Executive for any reason deemed sufficient by CFB if
               the Date of Termination associated with such discharge occurs 
               prior to a Change in Control.  In the event that this Agreement 
               and Executive's employment are terminated by discharge during the
               Term of this Agreement following a Change in Control by CFB for
               any reason other than Cause [as defined in Section 7(c)(ii)]
               or Disability [as defined in Section 7(d)(I)], then, subject
               to Sections 7(c)(iii), 7(g) and 7(h):

               (A)  CFB shall pay to Executive, within 15 days of the Date of 
                    Termination, an amount in cash equal to two (2) times the 
                    sum of:

                    (1)  the higher of (a) the Executive's annual Base 
                         Compensation as in effect immediately prior to the 
                         Notice of Termination, or (b) Executive's highest 
                         annual Base Compensation over the 24-month period 
                         preceding the Notice of Termination; and

                    (2)  the maximum annual incentive award payable Executive
                         (without giving any effect to any reduction that would
                         constitute Good Reason under Section 7(a)(ii)(4) of 
                         this Agreement) under CFB's Annual Incentive 
                         Compensation Plan (or any substitute or alternative 
                         plan) for such year in lieu of any other payment 
                         thereunder; and

                    (3)  the average percentage of employer matching 
                         contributions to the CFB Retirement Savings Plan and 
                         Trust (as a percent of Compensation as defined in the 
                         Plan) and employer contributions to the CFB Employee 
                         Stock Ownership Plan and Trust on behalf of Executive 
                         for the three most recent Plan Years ending immediately
                         prior to the Date of Termination.

               (B)  for the 24-month period after Date of Termination, CFB, at 
                    its cost, shall provide or arrange to provide Executive and
                    Executive's dependents with life, disability, accident and 
                    group health insurance benefits substantially similar to 
                    those which Executive and Executive's dependents were 
                    receiving immediately prior to the Notice of Termination; 
                    benefits otherwise receivable by Executive pursuant to this
                    Section 7(c)(I)(B) shall be reduced to the extent comparable
                    benefits are actually received by Executive and Executive's 
                    dependents during the 24-month period following Executive's 
                    Date of Termination from another employer or employer's plan
                    or program, and any such benefits actually received by 
                    Executive and Executive's dependents shall be reported to 
                    CFB;


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               (C)  in lieu of shares of restricted stock granted to Executive 
                    by CFB upon which the restricted period does not lapse upon 
                    Date of Termination, CFB shall pay to Executive within 30 
                    days of the Date of Termination a lump-sum cash payment 
                    equal to the greater of (1) the highest quoted per share 
                    sales price for common shares on the New York Stock Exchange
                    during the ten-day period commencing on the Date of 
                    Termination (or, if not listed on such exchange, on a 
                    nationally recognized exchange or quotation system on which 
                    trading volume of the common shares is highest), or (2) the 
                    fixed or formula price for the acquisition of common shares 
                    specified in an agreement in connection with any Change in 
                    Control;

               (D)  in lieu of shares of common stock of CFB ("Common Shares") 
                    issuable upon exercise of outstanding options ("Options"), 
                    if any, granted to Executive under a CFB Option Plan (which 
                    Options shall be canceled upon the making of the payment 
                    referred to below), within 15 days of the Date of 
                    Termination CFB shall pay to Executive a lump-sum amount in 
                    cash equal to the product of:

                    (1)  the excess of, in the case of an "incentive stock 
                         option" [as defined in Section 422A of the Internal 
                         Revenue Code of 1986, as amended (the "Code")], the 
                         closing price of common shares as reported on the New 
                         York Stock Exchange on or nearest the Date of 
                         Termination (or, if not listed on such exchange, on a 
                         nationally recognized or quotation system on which 
                         trading volume in the common shares is highest) and, in
                         the case of all other Options, the greater of (a) the 
                         highest quoted per share sales price for common shares 
                         on the New York Stock Exchange during the ten-day 
                         period commencing on the Date of Termination (or, if 
                         not listed on such exchange, on a nationally recognized
                         exchange or quotation system on which trading volume of
                         the common shares is highest), or (b) the fixed or 
                         formula price for the acquisition of common shares 
                         specified in an agreement in connection with any Change
                         in Control, over the per share option price of each 
                         Option held by Executive (whether or not then fully 
                         exercisable); and 

                    (2)  the number of common shares of CFB covered by each
                         such Option;

               (E)  for a period of 12 months following Date of Termination, CFB
                    shall pay the expenses for such outplacement services as 
                    Executive may require, with such services to be performed by
                    an agency CFB shall designate;

               (F)  CFB shall pay to Executive all legal fees and expenses
                    incurred by Executive as a result of termination of 
                    employment (including, but not limited to, all such fees and
                    expenses, if any, incurred in contesting or disputing any 
                    such termination or in seeking to obtain or enforce any 
                    right


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                    or benefit provided by this Agreement or in connection
                    with any tax audit or proceeding to the extent attributable 
                    to the application of Section 4999 of the Code to any 
                    payment or benefit provided hereunder); and

               (G)  in the event any additional or new incentive 
                    compensation, deferred compensation or other type of bonus 
                    program is instituted by CFB ("New Incentive Program"), the 
                    maximum award payable to Executive under the New Incentive 
                    Program for such year in lieu of any other payment 
                    thereunder, assuming for purposes hereof that Executive had 
                    been employed for all of such year, that all performance 
                    objectives for such year had been met at the maximum levels 
                    and that Executive had been entitled to a full award 
                    thereunder.

               (ii) None of the obligations imposed on CFB by Sections 7(c) (I)
                    (A) through (G) shall apply in the event Executive is 
                    discharged for Cause, in which event this Agreement shall 
                    terminate on the Date of Termination without further rights
                    or obligations on the part of Executive or CFB under this 
                    Agreement.  "Cause" shall mean:  (A) the willful and 
                    continued failure by Executive (other than any such failure
                    resulting from (1) Executive's incapacity due to physical 
                    or mental illness, (2) any such actual or anticipated 
                    failure after the issuance of a Notice of Termination by 
                    Executive for Good Reason or (3) CFB's active or passive 
                    obstruction of the performance of Executive's duties and 
                    responsibilities) to perform substantially the duties and 
                    responsibilities of Executive's position with CFB after a 
                    written demand for substantial performance is delivered to 
                    Executive by the Board, which demand specifically 
                    identifies the manner in which the Board believes that 
                    Executive has not substantially performed the duties or 
                    responsibilities; (B) the conviction of Executive by a 
                    court of competent jurisdiction for felony criminal 
                    conduct; (C) the willful engaging by Executive in fraud or 
                    dishonesty which is demonstrably and materially injurious 
                    to CFB, monetarily or otherwise; No act, or failure to act, 
                    on Executive's part shall be deemed "willful" unless 
                    committed, or omitted by Executive in bad faith and without 
                    reasonable belief that Executive's act or failure to act 
                    was in the best interest of CFB.  Executive shall not be 
                    terminated for Cause unless and until CFB shall have 
                    delivered to Executive a copy of a resolution duly adopted 
                    by the affirmative vote of not less than three-quarters of 
                    the entire membership of the Board at a meeting of the 
                    Board called and held for such purpose (after reasonable 
                    notice to Executive and an opportunity for Executive, 
                    together with Executive's counsel, to be heard before the 
                    Board), finding that, in the good faith opinion of the 
                    Board, Executive's conduct was Cause and specifying the 
                    particulars thereof in detail.

     (d)  DISABILITY. If, following a Change in Control, Executive shall have 
          been absent from the substantial performance of Executive's duties 
          and responsibilities with CFB for six consecutive months as a result 
          of Executive's incapacity due to physical or mental illness, as 
          determined by Executive's physician and within 30 days after written 
          notice to return is 


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          given by CFB, Executive shall not have returned to the substantial 
          performance of the duties and responsibilities, of Executive's 
          position, CFB may terminate this Agreement as of the end of the 
          30-day period, after which termination neither CFB nor the Executive 
          shall have rights or obligations under this Agreement and Executive 
          shall not be entitled to any compensation or benefits pursuant to 
          this Agreement.  The termination of this Agreement shall not terminate
          Executive's employment of itself and without further express action by
          CFB or affect in any way Executive's rights or benefits under CFB Long
          Term Disability Plan.

     (e)  NOTICE OF TERMINATION.  Any purported termination of this Agreement by
          CFB or by Executive shall be communicated by written Notice of 
          Termination to the other party in accordance with Section 10.  
          Notice of Termination shall mean a notice given not less than 30 
          days prior to the Date of Termination stated in the notice which 
          shall set forth in reasonable detail the basis for termination of this
          Agreement by CFB, or, in the case of resignation by Executive for 
          Good Reason, the basis for such resignation.  No purported 
          termination which is not affected pursuant to this Section 7(e) 
          shall be valid or effective.

     (f)  DATE OF TERMINATION.  Date of Termination shall mean the date 
          specified in the Notice of Termination.  Following a Change in 
          Control, either party may, within 15 days after any Notice of 
          Termination is given, provide notice to the other party pursuant to 
          Section 10 that a dispute exists concerning the termination of this 
          Agreement.  Notwithstanding the pendency of any such dispute, CFB 
          shall continue to perform CFB's obligations to Executive under this 
          Agreement, pay Executive full compensation in effect when the Notice 
          of Termination giving rise to the dispute was given (including, but 
          not limited to, Base Compensation) and continue Executive as a 
          participant in all compensation, benefit and insurance plans in which 
          Executive was participating when the Notice of Termination giving 
          rise to the dispute was given, and Executive shall continue to 
          perform Executive's duties and responsibilities with CFB unless 
          prevented or relieved by CFB from so performing, until the dispute is 
          finally resolved in accordance with Section 16, but in no event after 
          the expiration of the Term of this Agreement.

     (g)  MITIGATION.  Executive shall not be required to mitigate the amount of
          any payment provided for in this Section 7 by seeking other 
          employment or otherwise, nor shall the amount of any payment provided 
          for in this Agreement be reduced by any compensation earned by 
          Executive as a result of employment by another employer, by 
          retirement benefits, by offset against any amount claimed to be owing 
          by Executive to CFB, or otherwise.  In the event that, following a 
          Notice of Termination given to Executive by CFB, Executive elects to 
          receive all payments and benefits provided by CFB's severance plan or 
          policy for employees in general in lieu of any payments and benefits 
          under this Agreement, Executive shall receive no payments or benefits 
          under this Agreement as a result of Severance of the Executive by CFB.

     (h)  POTENTIAL EXCISE TAX.  Should any payments hereunder or contemplated 
          hereby be subject to excise tax pursuant to Section 4999 of the 
          Internal Revenue Code of 1986, as may be amended, or any successor or 
          similar provision thereto, or comparable state or local tax laws, CFB 
          shall pay to Executive such additional compensation as is necessary 
          (after taking into account all federal, state and local income taxes 
          payable by Executive as a result of the 


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          receipt of such compensation) to place Executive in the same 
          after-tax position he would have been in had no such excise tax (or 
          any interest or penalties thereon) been paid or incurred.  CFB 
          shall pay such additional compensation upon the earlier of

          (i)  the time at which CFB withholds such excise tax from any 
               payments to Executive; or

          (ii) 30 days after Executive notifies CFB that Executive has paid 
               such excise tax pursuant to a tax return filed by Executive 
               which takes the position that such excise tax is due and 
               payable in reliance on a written opinion of Executive's tax 
               counsel that it is more likely than not that such excise tax 
               is due and payable, or, if later, the date the IRS notifies 
               Executive that such amount is due and payable.

          Without limiting the obligation of CFB hereunder, Executive agrees, 
          in the event Executive makes any payment pursuant to the preceding 
          sentence, to negotiate with CFB in good faith with respect to 
          procedures reasonably requested by CFB which would afford CFB the 
          ability to contest the imposition of such excise tax; provided, 
          however, that Executive will not be required to afford CFB any 
          right to contest the applicability of any such excise tax to the 
          extent that Executive reasonably determines that such contest is 
          inconsistent with the overall tax interests of Executive.

          CFB agrees to hold in confidence and not to disclose, without 
          Executive's prior written consent, any information with regard to 
          Executive's tax position which CFB obtains pursuant to this 
          subsection.

8.   NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent or 
     limit Executive's continuing or future participation in any benefit, 
     bonus, incentive or other plan or program provided by CFB or any of its 
     affiliated companies except as provided in Section 7 (g) with respect to 
     CFB's severance plan or policy and for which Executive may qualify.  
     Nothing in this Agreement shall limit or otherwise adversely affect such 
     rights as Executive may have under any stock option or other agreements 
     with CFB or any of its affiliated corporations.

9.   ASSIGNMENT AND DELEGATION.  The obligations of Executive under this 
     Agreement are personal and may not be delegated by Executive or 
     transferred in any manner whatsoever, nor are such obligations subject 
     to involuntary alienation, assignment, delegation or transfer.  CFB may 
     assign CFB's rights under this Agreement and delegate all obligations 
     under this Agreement, either in whole or in part, to any parent, 
     affiliate, or subsidiary organization or company of CFB, provided that 
     the obligations of CFB under this Agreement shall remain the obligations 
     of CFB for which CFB shall be primarily liable notwithstanding the 
     assignment and delegation.

10.  NOTICES.  Notices and all other communications provided for in this 
     Agreement shall be in writing and shall be deemed to have been duly 
     given when delivered by hand or when mailed by United States registered 
     mail, return receipt requested, postage prepaid, addressed to CFB as its 
     principal office address, directed to the attention of the Board, and to 
     Executive at Executive's residence address on the records of CFB or to 
     such other address as either party may have furnished to the other in 
     writing in accordance herewith except that notice of change of address 
     shall be effective only upon receipt.

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11.  VALIDITY.  The invalidity or unenforceability of any provision of this 
     Agreement shall not affect the validity or enforceability of the other 
     provisions of this Agreement, which other provisions shall remain in 
     full force and effect.

12.  SUCCESSORS:  BINDING AGREEMENT.

     (a)  CFB shall require any successor (whether direct or indirect, by 
          purchase, merger, consolidation, contract or otherwise) to all or 
          substantially all of the business or assets of CFB expressly to 
          assume and agree to perform this Agreement in the same manner and 
          to the same extent that CFB would be required to perform it if no 
          such succession had taken place.  Failure of CFB to obtain such 
          agreement prior to the effective date of any such succession shall 
          be a breach of this Agreement and shall also entitle Executive to 
          resign for Good Reason.  CFB shall include any successor to its 
          business or assets which executes and delivers the Agreement 
          required by this Section 12 or which otherwise becomes bound by all 
          terms and provisions of this Agreement by operation of law.

     (b)  This Agreement and all rights of Executive hereunder shall inure to 
          the benefit of, and be enforceable by, Executive's personal or 
          legal representatives, executors, administrators, successors, 
          heirs, distributes, devises and legatees.  If Executive should die 
          while any amounts would be payable to Executive if Executive had 
          continued to live, all such amounts, unless otherwise provided 
          herein, shall be paid in accordance with the terms of this 
          Agreement to Executive's devisee, legatee, or other designee or, if 
          none of the foregoing, to Executive's estate.

13.  INDEMNIFICATION.

     (a)  CFB shall pay, on behalf of Executive and Executive's executors, 
          administrators or assigns, any amount which Executive is or becomes 
          legally obligated to pay as a result of any claim or claims made 
          against Executive by reason of Executive's service as an employee, 
          Director or Officer of CFB.  The payments that CFB will be 
          obligated to make shall include (without limitation) damages, 
          judgments, settlements, costs and expenses of investigation, costs 
          and expenses of defense of legal actions, claims and proceedings 
          and appeals therefrom, and costs of attachment and similar bonds; 
          provided, however, that CFB shall not be obligated to pay fines or 
          other obligations or fees imposed  by law or otherwise that CFB is 
          prohibited by applicable law from paying as indemnity or for any 
          other reason.

     (b)  Costs and expenses (including, without limitation, attorney fees) 
          incurred by Executive in defending or investigating any action, 
          suit, proceeding or claim shall be paid by CFB in advance of the 
          disposition of such matter upon receipt of a written undertaking by 
          or on behalf of Executive to repay any such amounts if it is 
          ultimately determined that Executive is not entitled to 
          indemnification under this Agreement.

     (c)  If a claim under this Agreement is not paid by or on behalf of CFB 
          within ninety days after a written claim has been received by CFB, 
          Executive may at any time thereafter bring suit or proceed under 
          Section 16 against CFB to recover the unpaid amount of the claim 
          and, if 

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<PAGE>

          successful in whole or in part, Executive shall also be entitled to 
          be paid the expenses, including attorneys' fees, of prosecuting 
          such claim.

     (d)  In the event of payment under this Agreement, CFB shall be 
          subrogated to the extent of such payment to all of the rights of 
          recovery of Executive, who shall execute all documents required and 
          shall do everything that may be necessary to secure such rights, 
          including the execution of such documents necessary to enable CFB 
          effectively to bring suit to enforce such rights.

     (e)  CFB shall not be liable under this Agreement to make any  payment 
          in connection with any claim made against Executive:

          (i)  for which payment is actually made to Executive under an 
               insurance policy maintained by CFB, except in respect of any 
               excess beyond the amount of payment under such insurance; 

          (ii) for which Executive is indemnified by CFB otherwise than 
               pursuant to this Agreement;

          (iii)based upon or attributable to Executive's gaining in fact any 
               personal profit or advantage to which Executive was not 
               legally entitled;

          (iv) for an accounting of profits made from the purchase or sale by 
               Executive of securities of CFB within the meaning of Section 
               16(b) of the Exchange Act; or

          (v)  brought about or contributed to by the dishonesty of 
               Executive; provided, however, that notwithstanding the 
               foregoing, Executive shall be protected under this Agreement 
               as to any claims upon which suit may be brought alleging 
               dishonesty on the part of Executive, unless a judgment or 
               other final adjudication thereof adverse to Executive shall 
               establish that Executive committed acts of active and 
               deliberate dishonesty with actual dishonest purpose and 
               intent, which acts were material to the cause of action so 
               adjudicated.

     (f)  Executive, as a condition precedent to his right to be indemnified 
          under this Agreement, shall give to CFB notice in accordance with 
          Section 10 as soon as practicable of any claim made against 
          Executive for which indemnity will or could be sought under this 
          Agreement.  Executive shall give CFB such information and 
          cooperation as it may reasonably require and as shall be within 
          Executive's power.

     (g)  Nothing herein shall be deemed to diminish or otherwise restrict 
          Executive's right to indemnification under any provision of the 
          Certificate of Incorporation or Bylaws of CFB or under State of 
          Delaware law.

14.  MISCELLANEOUS.  No provision of this Agreement may be modified or waived 
     unless such waiver or modification is agreed to in writing and signed by 
     Executive and such officer of CFB as may be specifically authorized by 
     the Board.  No waiver by either party at any time of any breach by the 
     other party of any condition or provision of this Agreement  to be 
     performed by such other party shall be deemed a waiver of similar or 
     dissimilar provisions or conditions at the same or at any prior 

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<PAGE>

     or subsequent time. This Agreement is an integration of the parties' 
     agreement; no agreement or representation, oral or otherwise, express or 
     implied, with respect to the subject matter of this Agreement have been 
     made by either party which are not set forth expressly in this 
     Agreement.  The validity, interpretation, construction and performance 
     of this Agreement shall be governed by the laws of the State of North 
     Dakota.

15.  COUNTERPARTS.  This Agreement may be executed in one or more 
     counterparts, each of which shall be an original document but all of 
     which together will constitute one instrument.

16.  DISPUTE RESOLUTION.  Executive shall be permitted (but not required) to 
     elect that any dispute or controversy arising under or in connection 
     with this Agreement be resolved in Fargo, North Dakota, by any 
     recognized method of alternative dispute resolution or by arbitration in 
     accordance with the rules of the American Arbitration Association then 
     in effect.  The parties shall select a mutually acceptable single 
     arbitrator to resolve the dispute or if they fail or are unable to do 
     so, each side shall within the following ten business days select a 
     single arbitrator and the two so selected shall select a third 
     arbitrator within the following ten business days. The arbitrator shall 
     have no power to award any punitive or exemplary damages.  The 
     arbitrator may construe or interpret, but shall not ignore or vary the 
     terms of this Agreement, and shall be bound by controlling law. The 
     arbitration award or other resolution may be entered as a judgment at 
     the request of the prevailing party bay any court of competent 
     jurisdiction in North Dakota or elsewhere. All legal fees and costs 
     incurred by Executive in connection with the resolution of any dispute 
     or controversy under or in connection with this Agreement shall be 
     reimbursed by CFB as bills for such services are presented by Executive 
     to CFB.

17.  AUTHORITY.  The authority of CFB to execute and perform this Agreement 
     is contained in a resolution of the Board of Directors of CFB dated 
     December 1, 1998.

     IN WITNESS WHEREOF, Community First Bankshares, Inc. and Executive have 
executed this Agreement on December 1, 1998, to be effective for all purposes.


                              COMMUNITY FIRST BANKSHARES, INC.

                              By___________________________________

                              Its__________________________________


                              EXECUTIVE:

                              _____________________________________

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