Exhibit 10.10.3 SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT  THIS SECOND AMENDMENT is made as of the 22nd
day of December, 2000, and is by and among COMMUNITY FIRST BANKSHARES, INC.
(the Borrower), HARRIS TRUST AND SAVINGS BANK (Harris) and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION (Wells Fargo) formerly known as Norwest Bank
Minnesota, National Association; (Harris and Wells Fargo are each referred to
herein as a Bank and collectively as Banks), and WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, the Agent). REFERENCE IS HEREBY MADE to that certain
Amended and Restated Credit Agreement dated as of April 30, 1999, as amended by
a First Amendment dated as of April 21, 2000 (the Credit Agreement) made by
and among the Borrower, the Banks and the Agent.  Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them in the Credit Agreement. WHEREAS, the Borrower and the Banks have
agreed (i) to delete the $75,000,000 Second Credit Line from the Credit
Agreement, (ii) to remove Harris as a party to the Credit Agreement, and (iii)
to provide that Wells Fargo will fund the full amount of the $35,000,000 Credit
Line. WHEREAS, the Banks are willing to grant the
Borrowers requests, subject to the provisions of this Second Amendment. NOW, THEREFORE, in consideration of the
premises and for other valuable consideration received, it is agreed as
follows: 1.
  The
  Second Credit Line in the amount of $75,000,000 is hereby terminated and all
  provisions relating to such Second Credit Line or the prior Term Loan are
  hereby deleted from the Credit Agreement.2.
  Harris will, from the effective date of
  this Second Amendment, no longer be a party to the Credit Agreement.  The Borrower, the Agent and the Banks each
  acknowledges that Harris shall have no further obligations under the Credit
  Agreement and Harris acknowledges that all amounts owed to it under the
  Credit Agreement, whether from the Borrower, Wells Fargo or the Agent have
  been paid in full.3.
  Section
  1.13 of the Credit Agreement is hereby revised in its entirety to read as
  follows:1.13
  Credit
  Percentages shall mean 100% with respect to Wells Fargo. 4.
  Simultaneously
  with the execution of this Second Amendment, the Borrower shall execute and
  deliver the following new promissory note (which, for purposes of this Second
  Amendment only, shall collectively be referred to herein as the New Note)
  to the Agent for the benefit of the Banks:A.
  Current
  Note in the face amount of $35,000,000.00 payable to Wells Fargo and
  substantially in the form of attached Exhibit A.  Said note shall replace, but shall not be deemed payment or
  satisfaction of, the prior Current Notes.All
  references in the Credit Agreement to the Current Notes shall be deemed to
  mean the Current Note described in paragraph A of this Section.  Exhibits A of this Second Amendment shall
  replace Exhibit A-1 of the Credit Agreement.5.
  The
  Borrower hereby represents and warrants to the Banks as follows:A.
  As
  of the date of this Second Amendment, the outstanding principal balance of
  each of the Current Notes is $0.00 and 0.00.B.
  The
  Credit Agreement, as amended hereby, and the Current Note constitute valid, legal
  and binding obligations owed by the Borrower to the Banks, subject to no
  counterclaim, defense, offset, abatement or recoupment.C.
  As
  of the date of this Second Amendment, (i) each of the representations and
  warranties contained in Sections 5.1, 5.2, 5.3, 5.5, 5.6 and 5.10 of the
  Credit Agreement is true, and (ii) there exists no Event of Default, nor does
  there exist any event which, with the giving of notice or the passage of
  time, or both, could become an Event of Default.D.
  All
  authorizations of governmental agencies, bodies or authorities which are
  necessary to permit the transactions contemplated by this Second Amendment
  have been obtained and are in full force and effect, and no further approval,
  consent, order or authorization of, or designation, registration, declaration
  or filing with, any governmental authority is required in connection with the
  consummation of the transactions contemplated by this Second Amendment.E.
  The
  execution, delivery and performance of this Second Amendment and the New Note
  by the Borrower are within its corporate powers, have been duly authorized,
  and are not in contravention of law or the terms of the Borrowers Articles
  of Incorporation or By-laws, or of any undertaking to which the Borrower is a
  party or by which it is bound.F.
  All
  financial statements delivered to the Bank by or on behalf of the Borrower,
  including all schedules and notes pertaining thereto, have been prepared in
  accordance with Generally Accepted Accounting Principles consistently
  applied, and fully and fairly present the financial condition of the Borrower
  at the dates thereof and the results of operations for the periods covered
  thereby, and there have been no material adverse changes in the financial
  condition or business of the Borrower from September 30, 2000 to the date
  hereof.7.
  Upon
  request by the Banks, the Borrower shall deliver a Corporate Certificate of
  Authority to the Agent dated as of the date of this Second Amendment, and in
  form and content acceptable to the Agent.8.
  This
  Second Amendment may be executed in any number of counterparts, each of which
  shall be deemed an original, but which taken together shall constitute one
  and the same instrument.9.
  Except
  as expressly modified by this Second Amendment, the Credit Agreement remains
  unchanged and in full force and effect.IN WITNESS WHEREOF, the Borrower, the Banks
and the Agent have executed this Second Amendment as of the date first written
above.


COMMUNITY
  FIRST
  BANKSHARES, INC
  
  WELLS
  FARGO BANK MINNESOTA,
  NATIONAL ASSOCIATION, as AgentBy:
  /s/ Mark A. Anderson
  
  By:
  /s/ Sidney W. BennettMark A. Anderson,
         President and Chief Executive
  Officer
  Sidney W. Bennett,
         Vice PresidentBy:
  /s/ Thomas R. AndersonThomas R. Anderson,
         TreasurerHARRIS TRUST AND SAVINGS BANK
  
  WELLS
  FARGO BANK MINNESOTA,
  NATIONAL ASSOCIATIONBy:
  
  By:
  /s/ Sidney W. BennettSidney W. Bennett,
        Its:  Vice PresidentIts:


EXHIBIT A CURRENT NOTE  $35,000,000.00                                     
                                          
                     December
22, 2000 FOR
VALUE RECEIVED, the undersigned, COMMUNITY FIRST BANKSHARES, INC., a Delaware
corporation with offices in Fargo, North Dakota, promises to pay on April 30,
2001 to the order of Wells Fargo Bank Minnesota, National Association (the
Bank) at the Banks principal office in Minneapolis, Minnesota, 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 FIVE MILLION AND 00/100
DOLLARS ($35,000,000.00), or so much thereof as is disbursed and remains
outstanding hereunder as shown by the Banks liability record on the dates
payments are due hereunder, 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 (i) in a 365-day year in the case of
the Base Rate Borrowings and Federal Funds Borrowings (as defined in the Credit
Agreement), and (ii) in a 360-day year in the case of Eurodollar Borrowings (as
defined in the Credit Agreement). This
Note constitutes a Current Note issued pursuant to the provisions of that
certain Amended and Restated Credit Agreement of even date herewith (the
Credit Agreement) made between the undersigned, the Bank, and Wells Fargo
Bank Minnesota, National Association (as lender and as 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, may be reborrowed and may be accelerated. Unless
prohibited by law, the undersigned agrees to pay all costs of collection,
including reasonable attorneys 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:Mark A. Anderson,
  President and Chief Executive OfficerBy:Thomas
  R. Anderson,
  Treasurer