COMMUNITY FIRST BANKSHARES, INC.  ANNUAL INCENTIVE PLAN  2001    
   2001 AIP  GROUP
  
  
  
  TARGET
  INCENTIVE
  
  MAXIMUMI
  
  CEO
  
  50%
  
  100%II
  
  Vice Chairs
  
  40%
  
  80%III
  
  Region Presidents
  Chief Financial Officer
  Chief Investment Officer
  CIO/Pres. Of CFSC
  
  30%
  
  60%IV
  
  All other SVPs
  
  25%
  
  50%V
  
  VPs
  
  15%
  
  30%  SPLIT 50% INTERNAL & 50% EXTERNAL  TARGET
  
  INTERNAL
  
  EXTERNALI
  
  50%
  
  25%
  
  25%II
  
  40%
  
  20%
  
  20%III
  
  30%
  
  15%
  
  15%IV
  
  25%
  
  12.5%
  
  12.5%V
  
  15%
  
  7.5%
  
  7.5%  1 
   INTERNAL
AWARD CALCULATION  Based on performance versus plan EPS as target.
No award if less than 91% of plan.
Double internal amount @ 110% of plan (see schedule).
Round up at .5 (plan) and down at <.5.  Fully
  
  % of Base SalaryDiluted% of Plan
  
  EPS
  
  I
  
  II
  
  III
  
  IV
  
  V90.000
  %
  $
  1.530
  
  0.000
  %
  0.000
  %
  0.000
  %
  0.000
  %
  0.000
  %91.000
  %
  $
  1.547
  
  2.500
  %
  2.000
  %
  1.500
  %
  1.250
  %
  0.750
  %92.000
  %
  $
  1.564
  
  5.000
  %
  4.000
  %
  3.000
  %
  2.500
  %
  1.500
  %93.000
  %
  $
  1.581
  
  7.500
  %
  6.000
  %
  4.500
  %
  3.750
  %
  2.250
  %94.000
  %
  $
  1.598
  
  10.000
  %
  8.000
  %
  6.000
  %
  5.000
  %
  3.000
  %95.000
  %
  $
  1.615
  
  12.500
  %
  10.000
  %
  7.500
  %
  6.250
  %
  3.750
  %96.000
  %
  $
  1.632
  
  15.000
  %
  12.000
  %
  9.000
  %
  7.500
  %
  4.500
  %97.000
  %
  $
  1.649
  
  17.500
  %
  14.000
  %
  10.500
  %
  8.750
  %
  5.250
  %98.000
  %
  $
  1.666
  
  20.000
  %
  16.000
  %
  12.000
  %
  10.000
  %
  6.000
  %99.000
  %
  $
  1.683
  
  22.500
  %
  18.000
  %
  13.500
  %
  11.250
  %
  6.750
  %100.000
  %
  $
  1.700
  
  25.000
  %
  20.000
  %
  15.000
  %
  12.500
  %
  7.500
  %101.000
  %
  $
  1.717
  
  27.500
  %
  22.000
  %
  16.500
  %
  13.333
  %
  8.000
  %102.000
  %
  $
  1.734
  
  30.000
  %
  24.000
  %
  18.000
  %
  14.167
  %
  8.500
  %103.000
  %
  $
  1.751
  
  32.500
  %
  26.000
  %
  19.500
  %
  15.000
  %
  9.000
  %104.000
  %
  $
  1.768
  
  35.000
  %
  28.000
  %
  21.000
  %
  15.833
  %
  9.500
  %105.000
  %
  $
  1.785
  
  37.500
  %
  30.000
  %
  22.500
  %
  16.667
  %
  10.000
  %106.000
  %
  $
  1.802
  
  40.000
  %
  32.000
  %
  24.000
  %
  17.500
  %
  10.500
  %107.000
  %
  $
  1.819
  
  42.500
  %
  34.000
  %
  25.500
  %
  18.333
  %
  11.000
  %108.000
  %
  $
  1.836
  
  45.000
  %
  36.000
  %
  27.000
  %
  19.167
  %
  11.500
  %109.000
  %
  $
  1.853
  
  47.500
  %
  38.000
  %
  28.500
  %
  20.000
  %
  12.000
  %110.000
  %
  $
  1.870
  
  50.000
  %
  40.000
  %
  30.000
  %
  25.000
  %
  12.500
  %  2 
   EXTERNAL
AWARD CALCULATION  Compares CFB performance in 2001 on Return on Equity (ROE) and Total
Shareholder Return (TSR) to SNL peer group (30 banks).  Percentile
  
  85th or
  higher
  
  100%
  
  150%
  
  200%ROE
  
  50th
  
  50%
  
  100%
  
  150%49th or
  lower
  
  0%
  
  50%
  
  100%49th or
  lower
  
  50th*
  
  85th or
  higherPercentile TSR
 *Award will be prorated from 50th% to 85th%.  External
award calculation:  % of
  Salary at Performance LevelTarget
  
  50%
  
  100%
  
  150%
  
  200%I
  
  25
  %
  12.5
  %
  25
  %
  37.5
  %
  50
  %II
  
  20
  %
  10
  %
  20
  %
  30
  %
  40
  %III
  
  15
  %
  7.5
  %
  15
  %
  22.5
  %
  30
  %IV
  
  12.5
  %
  6.25
  %
  12.5
  %
  18.76
  %
  25
  %V
  
  7.5
  %
  3.75
  %
  7.5
  %
  11.25
  %
  15
  %  The Selected Peer Group reflects our selection of the 29 other
institutions most like the subject institution to be used as a peer group
in comparing relative compensation levels. 
The automated process searches in sequence for:  1.Banks in the same state within 40% of
total assets. 2.Banks in the same region within 40% of
total assets. 3.Banks in the same state within 80% of
total assets. 4.Banks in the same region within 80% of
total assets. 5.Any bank within 40% of total assets. 6.Any bank within 80% of total assets. 7.Banks closest in asset size.  If at any point in the sequence 29 banks are found, the sequence stops
and those banks form the Selected Peer Group. 
If step six is reached and there are still not 29 other banks, the banks
closest in asset size any where in the country are chosen to round out the peer
group.  3 
   Community First Bankshares, Inc. Balanced Scorecard/Regional Incentives  Target Levels for Sales
Management Group  Corporate
  AIP
  
  Internal
  
  External
  
  TotalMark A. Anderson
  
  25
  %
  25
  %
  50
  %Ronald K. Strand
  
  20
  %
  20
  %
  40
  %David A. Lee
  
  20
  %
  20
  %
  40
  %Six Region
  Presidents
  
  15
  %
  15
  %
  30
  %  Corporate AIP with
Balanced Scorecard  Internal
  
  Corporate AIP External
  
  Total
  
  Balanced ScorecardMark A. Anderson
  
  18.75
  %
  18.75
  %
  37.5% (1
  )
  25.0% (2
  )Ronald K. Strand
  
  15.00
  %
  15.00
  %
  30.0% (1
  )
  25.0% (2
  )David A. Lee
  
  10.00
  %
  10.00
  %
  20.0% (3
  )
  50.0% (4
  )Six Region
  Presidents
  
  7.50
  %
  7.50
  %
  15.0% (3
  )
  37.5% (4
  )  (1)The target level would be 40% for Ron
Strand and 50% for Mark Anderson, weighted 75% to yield 30% for Ron and
37.5% for Mark. (2)The target level would be 100% for Mark
and Ron, weighted 25% to yield 25%. 
This amount is multiplied by the Balanced performance points to derive
the Base Balanced incentive. (3)The target level would be 40% (30% for
Regional Presidents) weighted 50% to yield 20% (15% for Regional Presidents). (4)The target level would be 100% (75% for
Regional Presidents) weighted 50% to yield 50% (37.5% for Regional
Presidents).  This amount is multiplied
by the Balanced performance points to derive the Base Balanced Incentive.  NOTE:  For Mark Anderson, Ron
Strand, and Dave Lee, the Balanced Scorecard will be based on the Combined
Results for All Financial Centers.  For
each Region Presidents, the Balanced Scorecard component will be based on his
specific region and only that region.  4 
   2001 Annual Incentive Plan  Bank Presidents and Region Presidents  As we approach new challenges and opportunities in offering our
customers quality financial services, it is important that our compensation
package rewards outstanding performance in meeting our profitability, sales,
financial, and credit quality goals.  The Annual Incentive Plan has been redesigned to motivate superior
performance and create additional shareholder value.  The goals stated for each manager are intended to emphasize
behaviors over which they have control and will lead to increased profitability
in the future.  There are three sets of factors included in the Annual Incentive
Plan:  sales, financial, and credit
quality.  Traditional measures, such as
ROA, Loan Growth, Deposit Growth, etc., are not measured directly but will be
reflected in these three sets of factors. 
Sales measures are weighted heavily because we believe that sales
activities will drive future financial performance in each bank.  Sales Measures, weighted at 40%, include three key indicators: Number of sales per FTE per week  see
attached list of qualifying products New Client cross-sell ratio Campaign performance  Financial Measures, weighted at 40%, include four key indicators: Net Controllable Revenue per FTE Controllable Non-Interest Income per FTE Loan Fees as percent of Profit Plan Investment Product Sales as percent of
Profit Plan  The Credit Quality measure, weighted at 20%, is the Credit Store that
has been used in prior years and ranges from 1 to 5.  In addition to these measures, the banks performance against plan is
an important indicator of success and is included in the Annual Incentive
Plan.  The Profit Plan is based on
historical performance but is designed to drive higher level performance.  If the actual performance is less than 90% of plan,
no incentive will be awarded. 
Where actual performance exceeds planned performance, a bonus incentive
will be paid to reward bank presidents for exceeding their profit plan.  In addition, bank presidents who establish
aggressive plans, with higher levels of performance over the previous year, and
exceed those plans, will receive an additional incentive.  The attached Balanced Scorecard illustrates how performance is measured
against the goals and scores are assigned. 
There will be no maximum or upper limit in the incentive plan.  As performance exceeds goals, the incentive
paid will increase accordingly.  Attached is a Sample AIP Calculation to illustrate how the new plan
works:  A.The Sales, Financial, and Credit scores
are assigned based on actual performance and multiplied by the weight assigned
to each set of measurements.  These
weighted scores are added to obtain the Balanced Scorecard Points.  B.The Banks actual Performance vs. Profit Plan
is then computed.  If it is less than
90%, no AIP will be awarded.  C.The Balanced Performance Points number is
computed by multiplying the Total Performance Points in Part A by the Banks
Performance vs. Profit Plan from Part B. 
This provides for a higher incentive when the banks performance exceeds
its plan.  5 
   D.The Target Incentive for each bank is based on
a grid showing the Banks Net Controllable Revenue per FTE vs. its Annualized
Pretax Adjusted Earnings.  This target
incentive takes into account bank earnings and efficiency, rewarding banks that
achieve higher earnings and greater efficiency.  E.The Base Balanced Incentive is computed by
multiplying the Target Incentive (D) by the Balanced Performance index
(C).  This is the percent of base salary
to be paid as the AIP.  F.A Bonus Incentive is added to the AIP if
the banks Balanced Scorecard Points (A) are greater than 50 and the banks
performance vs. plan exceeds 100%.  The
bonus incentive is based on a schedule reflecting the percentage increase in
the 2001 Plan over the 2000 actual performance.  This is intended as an additional reward for Bank Presidents who
set aggressive plans and exceed them.  G.The Total Balanced Incentive Percentage equals
the Base Balanced Incentive plus the Bonus Incentive, if applicable.  This is the total percentage of the Bank
Presidents salary to be paid out as the AIP.  6 
   CFB
Balanced Scorecard Performance Measurement Schedule  Sales Measurements (Weight 40%):  1.  Number of Sales/FTE/Week [40%]
  
  Score
  
  3.  Campaign Performance% of goal [30%]
  
  Score<3.00
  
  0.0
  
  <90.0
  %
  0.03.00  3.64
  
  25.0
  
  90.0  99.9
  %
  25.03.65  4.34
  
  50.0
  
  100.0  109.9
  %
  50.04.35  4.99
  
  75.0
  
  110.0  119.9
  %
  75.0>= 5.00
  
  100.0
  
  >=120.0
  %
  100.02.  New Customer
  Cross-Sell Ratio [30%]
  
  Score<1.50
  
  0.01.50  1.84
  
  25.01.85  2.19
  
  50.02.20  2.49
  
  75.0>= 2.50
  
  100.0  Financial Measurement: (Weight 40%):  4.  Net Controllable Revenue/FTE [40%]
  
  Score
  
  6.  Loan Fees as % Plan [15%]
  
  Score< $200,000
  
  0.0
  
  <90.0
  %
  0.0$200,000  $221,999
  
  25.0
  
  90.0  99.9
  %
  25.0$222,000  $243,999
  
  50.0
  
  100.0  109.9
  %
  50.0$244,000  $264,999
  
  75.0
  
  110.0  119.9
  %
  75.0>= $265,000
  
  100.0
  
  >=120.0
  %
  100.05.  Controllable NII/FTE [20%]
  
  Score
  
  7.  Investment Sales as % Plan [25%]
  
  Score<$45,000
  
  0.0
  
  <90.0
  %
  0.0$45,000  $45,999
  
  25.0
  
  90.0  99.9
  %
  25.0$50,000  $54,999
  
  50.0
  
  100.0  109.9
  %
  50.0$55,000  $59,999
  
  75.0
  
  110.0  119.9
  %
  75.0>$60,000
  
  100.0
  
  >=120.0
  %
  100.0  Credit Measurements (Weight 20%):  8.  Credit Goal Scoring [100%]
  
  Score>3.50
  
  0.03.50  3.01
  
  25.03.00  2.51
  
  50.02.50  2.01
  
  75.0<= 2.00
  
  100.0  7