Exhibit10.16

 

**PLAN OF REORGANIZATION AND MERGER AGREEMENT**

          This Plan of Reorganization and MergerAgreement is dated as of May 31, 2000, and is entered into by and betweenCommunity First National Bank, Phoenix, Arizona, Community First National Bank,Spring Valley, California, Community First National Bank, Fort Morgan,Colorado, Community First National Bank, Decorah, Iowa, Community FirstNational Bank, Fergus Falls, Minnesota, Community First National Bank,Alliance, Nebraska, Community First National Bank, Las Cruces, New Mexico,Community First National Bank, Salt Lake City, Utah, Community First NationalBank, Spooner, Wisconsin, Community First National Bank, Cheyenne, Wyoming,(collectively, the “Target Banks”), and Community First National Bank, Fargo,North Dakota (the “North Dakota Bank”and, collectively with the Target Banks,the “Banks”).  Each of the Banks arenational banking associations duly organized and existing under the laws of theUnited States.

          The Boards of Directors of the Banks deemit fair and equitable to, and in the best interests of, their respectiveshareholders, that the Target Banks be merged with and into the North DakotaBank, with the North Dakota Bank being the Surviving Bank (as hereinafterdefined), on the terms and conditions herein set forth under and pursuant tothe National Bank Act (the “Act”).  Eachsuch Board of Directors has approved this Plan of Reorganization and MergerAgreement, has authorized its execution and delivery and has directed that thisPlan of Reorganization and Merger Agreement and the Merger be submitted to itsrespective shareholders for approval.

          NOW, THEREFORE, in consideration ofthe promises and the mutual agreements, provisions and covenants hereincontained, the parties hereto adopt and agree to the following agreements,terms and conditions relating to the merger of the Target Banks with and intothe North Dakota Bank (hereinafter, the “Merger”) and the mode of carrying thesame into effect.

          1.       Merger.  The Target Banks will be merged with andinto the North Dakota Bank, which will be the surviving corporation(hereinafter called the “Surviving Bank” whenever reference is made to it as ofthe Closing Date or thereafter).  SuchMerger will be pursuant to the provisions of and with the effect provided inthe Act.  The date or dates when theMerger will be consummated is hereinafter referred to as the “Closing Date” asdefined in Section 12 below.

          2.       Name.  The name of the Surviving Bank will be“Community First National Bank.”

          3.       Boardof Directors; Officers.  The Boardof Directors of the Surviving Bank at the Closing Date will consist of thefollowing individuals:  Keith A.Dickleman, Thomas E. Hanson, Robert W. Jorgenson, Gary A. Knutson, David A. Leeand Charles A. Mausbach.

Suchdirectors will serve as directors of the Surviving Bank until the next annualmeeting of the Surviving Bank or until such time as their successors have beenelected and have qualified.  Additionaldirectors may be appointed from time to time as set forth in the SurvivingBank’s Articles of Association and Bylaws. The executive officers of the Surviving Bank shall consist of thefollowing individuals:  David A. Lee,Chairman, President and Chief Executive Officer; and Thomas R. Anderson, ChiefInvestment Officer.

Otherofficers of the Bank shall be appointed from time to time by the Board ofDirectors of the Surviving Bank.  Suchofficers will serve until their successors are elected or appointed inaccordance with the Bylaws of the Surviving Bank.

          4.       Capitalof the Surviving Bank.  The amountof capital stock of the Surviving Bank shall be $10,000,000 divided into100,000 shares of common stock, each of $100.00  par value, and at the time the merger shall become effective, theSurviving Bank shall have a surplus of not less than $394,988,000 and undividedprofits, including capital reserves, which when combined with the capital andsurplus will be equal to the combined capital structures of the merging banksbefore the Merger, adjusted however, for the capital reduction proposedincident to consummation of the merger, and for normal earnings and expenses(and if applicable, purchase accounting adjustments) between March 31, 2000,and the effective time of the Merger.

          5.       Articlesof Association.  Effective as of thetime this Merger shall become effective as specified in the merger approval tobe issued by the Comptroller of the Currency, the articles of association ofthe Surviving Bank shall read in their entirety as set forth in Exhibit Ahereto.

          6.       Bylaws.  The Bylaws of the North Dakota Bank ineffect at the time of this Merger shall continue as the Bylaws of the SurvivingBank.

          7.       Effectof the Merger.  At the Closing Date,the separate corporate existence of the Banks will cease, and the Banks willbecome a single bank, the Surviving Bank, as provided in Section 215a of theAct.  The Surviving Bank will thereafterhave all the rights, privileges, immunities, and powers, and be subject to allthe duties and liabilities of a corporation incorporated under the Act.  The Surviving Bank will thereafter possessall the rights, privileges, immunities, and franchises of a public as well asof a private nature of the Banks, respectively; and all property, real,personal, and mixed and all debts due on any account, including subscriptionsfor shares, and all other choses in action, and every other interest of orbelonging to or due to the Banks will vest in the Surviving Bank without anyfurther act or deed.  As of the ClosingDate, the Surviving Bank will be responsible and liable for all the liabilitiesand obligations of the Banks; a claim of or against or a pending proceeding byor against either of the Banks may be prosecuted as if the Merger had not takenplace, or the Surviving Bank may be substituted in place of either of theBanks.  Neither the rights of creditorsnor any liens upon the property of either of the Banks will be impaired by theMerger.

          8.       Cancellationand Reissuance of Common Stock.  Atthe Closing Date, each share of Common Stock of the North Dakota Bank validlyissued and outstanding immediately prior to the Closing Date will remain issuedand outstanding as shares of the Surviving Bank.  Each share of Common Stock of the Target Banks validly issued andoutstanding immediately prior to the Closing Date will be canceled.

          9.       ShareholderApproval.  This Plan ofReorganization and Merger Agreement will be submitted to the respectiveshareholders of the Banks for ratification and confirmation by consent or atmeetings to be called and held in accordance with the applicable provisions oflaw and the respective Articles of Association and Bylaws of the Banks.  The Banks will proceed expeditiously andcooperate fully in the procurement of any other consents and approvals and inthe taking of any other action, and the satisfaction of all other requirementsprescribed by law or otherwise, necessary for consummation of the Merger, andthe other transactions contemplated by this Agreement on the terms hereinprovided.

          10.     Termination.  This Plan of Reorganization and MergerAgreement may be terminated and the Merger abandoned by mutual consent of therespective Boards of Directors of the Banks at any time prior to the ClosingDate.

          11.     Waivers;Amendments.  Any of the Banks may,at any time prior to the Closing Date, by action taken by its Board ofDirectors or officers thereunto authorized, waive the performance of any of theobligations of the other or waive compliance by the other with any of thecovenants or conditions contained in this Plan of Reorganization and MergerAgreement or agree to the amendment or modification of this Plan ofReorganization and Merger Agreement by an agreement in writing executed in thesame manner as this Plan of Reorganization and Merger Agreement.

          12.     ClosingDate.  The Merger will becomeeffective on the day on which the Office of the Comptroller of the Currencyshall declare the Merger effective (the “Closing Date”).  The Merger may, at the election of the NorthDakota Bank and with the consent of the Comptroller of the Currency, beconsummated in stages, involving such Target Banks as may be appropriate, inorder to effectuate an orderly data processing conversion and consolidation ofoperations of the Banks.

          13.     Captions.  The captions in this Plan of Reorganizationand Merger Agreement are for convenience only and will not be considered a partof or affect the construction or interpretation of any provision of this Planof Reorganization and Merger Agreement. This Plan of Reorganization and Merger Agreement may be executed inseveral counterparts, each of which will constitute one and the sameinstrument.

          14.     GoverningLaw.  This Plan of Reorganizationand Merger Agreement is to be construed and interpreted in accordance with thelaws of the United States.

          WITNESS, the signature of said mergingBanks as of this 31 day of May, 2000, each set by its authorized officer andattested thereto, pursuant to a resolution of its Board of Directors, acting bya majority.

 

|   |   | COMMUNITY FIRST NATIONAL BANK      |
|--------|--------|------------------------------------|
|   |   | Phoenix, Arizona                   |
|   |   |                               |
|   | By     |   /s/ Thomas R. Anderson |
|   |   | Its Investment Officer             |
|   |   |                               |
|   |   | COMMUNITY FIRST NATIONAL BANK      |
|   |   | Spring Valley, California          |
|   |   |                               |
|   | By     |   /s/ Thomas R. Anderson |
|   |   | Its Investment Officer             |
|   |   |                               |
|   |   | COMMUNITY FIRST NATIONAL BANK      |
|   |   | Fort Morgan, Colorado              |
|   |   |                               |
|   | By     |   /s/ Thomas R. Anderson |
|   |   | Its Investment Officer             |
|   |   |                               |
|   |   | COMMUNITY FIRST NATIONAL BANK      |
|   |   | Decorah, Iowa                      |
|   |   |                               |
|   | By     |   /s/ Thomas R. Anderson |
|   |   | Its Investment Officer             |
|   |   |                               |
|   |   | COMMUNITY FIRST NATIONAL BANK      |
|   |   | Fergus Falls, Minnesota            |
|   |   |                               |
|   | By     |   /s/ Thomas R. Anderson |
|   |   | Its Investment Officer             |