**Exhibit 10.12**

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**PLATINUM OVERDRAFT**

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**MANAGEMENT AGREEMENT**

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**FOR**

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**COMMUNITY FIRST BANKSHARES**

**FARGO, NORTH DAKOTA**

 

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**CERTAININFORMATION HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT UNDER RULE 24B-2.**

 

**PLATINUM OVERDRAFT****SM MANAGEMENTAGREEMENT**

 

This Agreementdated to be effective as of the last date written below (the “Effective Date”),is between Alex Sheshunoff Management Services, L.P., a Texas limited partnership(“ASM”), whose principal offices are located at 2801 Via Fortuna, Suite 600,Austin, Texas 78746, and the financial institution identified as “Client” onthe attached Detail Schedule.

 

1.                                       BACKGROUND

 

## 1.1                                 ASM offers a suite of services and products knowngenerally as the *Platinum Overdraft*SM Management Program (the “Program”) to financialinstitutions that offer deposit accounts. Program services and products implement a deposit account overdraftcoverage program, including financial projections and tracking services,recommendations on organizational structure and staffing, data processingsystems and reporting services, operations policies and procedures, complianceguidance, training services, and overdraft collections management, implementingcomputer programs, and other management services, as more fully describedbelow, and in a paper prepared by ASM relating to OCC Interpretive Letter #914,a copy of which has been previously provided to Client.

 

## 1.2                                 Client desires to implement the Program, on theterms and conditions set out in this Agreement.

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NOW THEREFORE,in consideration of the premises and the terms and conditions set forth below,ASM and Client hereby agree as follows.

 

2.                                       DELIVERABLES

 

ASM willdeliver to Client the services and products which comprise the Program,including:

 

### a.                                       Financial and operational projection and planning, including estimates ofincremental pre-tax profit from implementing the Program, and calculation ofClient’s baseline (pre-Program) expense, revenue and profit figures forpurposes of the fee calculations under this Agreement, in accordance with thedefinitions in Section 5 below.

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### b.                                      Recommendations and implementation assistance on organizational structure,job descriptions and staffing for use of the Program.

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### c.                                       Recommendations and implementation assistance on product definitions,account features and set-up for accounts covered by the Program.

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### d.                                      Implementation assistance on use of the Program’s overdraft collectionsprocess, procedures and methods.

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### e.                                   Computerhardware recommendations and installation of proprietary software for use aspart of the Program (the "Program Software").  A separate *PlatinumOverdraft*SM Management Software Agreement, (the"Program Software License")

 

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### a copy of which is attached as the ProgramSoftware License Schedule, governs the relationship of Client and ASM withrespect to the Program Software.

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### f.                                         Recommendations and implementation assistance on customer communicationplanning, activities, and budget.

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### g.                                      Recommendations and implementation assistance on compliance standards,analysis and language.

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### h.                                      Training and training materials on Program Software use and Programoperations.

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### i.                                          Recommendations as appropriate on further activities and “best practice”measures whole implementation enhance non-interest income opportunities.

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### j.                                          Post-Implementation Period Support. Post-Implementation Period Support is defined as:

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•                                          Dailyconference calls during the first week of the implementation period.

 

•                                          Weeklyconference calls thereafter for a month.

 

•                                          Monthlyconference calls for the next 60 days.

 

•                                          Accessby phone, as needed, to the ASM Program Project Manager (defined below) toaddress questions or issues as they relate to Program.

 

•                                          On-siteassistance as jointly agreed to by both parties.

 

3.                                       IMPLEMENTATIONPERIOD

 

ASM shall begin the Program Implementation Period within 60 days afterthe Effective Date.  ASM projects aperiod of 16 weeks will be necessary to complete implementation of theoverdraft management program, provided Client furnish sufficient resources forthe implementation effort.  Thisincludes Client’s time commitment to and performance of systems work andcoordination of a number of functions, including collections, consumer lending,deposit operations, branch management, finance, compliance, audit, training,marketing, product management, human resources and customer service.  To that end:

 

### a.                                       Client and ASM shall each designate an individual who will have principalresponsibility for managing initial Program implementation, including assuringthat its respective responsibilities in implementing the Program are timely met(the “Program Project Managers”).

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### b.                                      Client and ASM shall promptly schedule and hold a cross-functional teamplanning kickoff meeting, including the Program Project Managers, at Client’soffices.

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### c.                                       Client and ASM shall promptly approve a detailed project plan and scheduledeveloped by the Program Project Managers for initial Program implementation,

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and shall makeall reasonable efforts to complete all implementation tasks within the approvedschedule.

 

### d.                                      Client and ASM shall hold regular conference calls during theimplementation period to conduct project status reviews, including but notlimited to monthly conference calls including appropriate Client and ASMmanagement and the Program Project Managers.

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### e.                                       Client’s and ASM’s Program Project Managers shall confer at such othertimes as they may deem appropriate during the implementation period to assurenecessary communication and coordination to complete implementation and resolveany issues arising in the implementation process.

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### f.                                         Client shall promptly furnish, at its own cost, all computer and relatedequipment (including but not limited to workstations, servers, centralprocessing units and peripherals) necessary for installation and operation ofthe Program Software for Program purposes.

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### g.                                      Client and ASM shall prepare a list identifying the recommendations Clientwill put into effect during the operational phase of the Program.

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### h.                                      ASM will deliver a written, dated completion notice, signed by the ASMProgram Project Manager, to Client’s Program Project Manager when Client makesthe Program available to its customers. The date that Client makes the Program available to its customers shallserve as the “Operational Date.”  Thecompletion notice shall also state the date on which the Start-Up Period(defined below) ends, and the date on which the Compensation Period (definedbelow) begins.

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4.                                       OPERATIONALPERIOD

 

## 4.1                                 Definitions:

 

•                                          OperationalDate:  The first day that Clientmakes the Program available to its customers.

 

•                                          OperationalPeriod:  The time from theOperational Date until Client ceases to use the Program to offer services toits customers.

 

•                                          Start-UpPeriod:  The period of time betweenthe Operational Date and the first day of the Compensation Period (definedbelow).  The Start-Up Period will beginon the Operational Date and end on the first day of the next calendar monthafter Client has operated the Program for a minimum of 120 days.  (For example, if the Operational Date isMarch 15, then the Start-Up Period will end on July 31).

 

•                                          CompensationPeriod:  The period of timebeginning on the first day of the first calendar month that begins 120 or moredays after the Operational Date, and ending the number of months specified inthe Detail Schedule as

 

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the number of Compensation Months. (For example, if the Operational Date is March 15, then the CompensationPeriod begins on August 1.)

 

## 4.2                                 On the 120th day of the Start-Up Period(or the next regular business day thereafter, if the 120th day fallson a non-business day), the Program Project Managers and other representativesof Client and ASM, as they deem appropriate, shall conduct a final reviewmeeting by conference telephone call to review Start-Up Period operations.

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## 4.3                                 Within 15 calendar days following the last day ofeach month during the Start-Up Period and the Compensation Period, Client shalldeliver to ASM a complete copy of the monthly performance tracking report forthat month (the “Monthly Report”).

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## 4.4                                 ASM shall provide post-implementation support forClient’s Program operations on an as-needed basis, as agreed upon by Client andASM.

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5.                                       FEESAND EXPENSES

 

## 5.1                                 Capitalized terms used in this Section 5 and notdefined elsewhere in this Agreement shall have the following meanings:

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•                                          ActualExpenses:  The total of thefollowing expenses, as applicable, attributed to operation of the Program inCovered Categories and actually incurred during the month in question, asapproved by ASM.  No overhead will beincluded in Actual Expenses.

 

### a.                                       Charge-offs, less recoveries on overdrawn accounts older than 60 days,adjusted for charge-offs of existing overdraft balances over 60 days at Programcommencement, but excluding accounts with deficit balances of 60 days or moreat the beginning of the Compensation Period.

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### b.                                      Mailing expenses and expenses for additional staff required for theProgram operation which exceed Baseline Expenses.

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### c.                                       Direct marketing expenses for Program Operation which exceed BaselineExpenses, as approved by Client and ASM.

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### d.                                      A fraction of the Start-Up Costs and Reimbursables incurred in theImplementation Phase, whose numerator is 1 and whose denominator is the numberof Compensation Months specified in the Detail Schedule.

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### e.                                       Reimbursables invoiced by ASM in the month in question.

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### f.                                         Other direct miscellaneous expenses ASM and Client agree upon.

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•                                          ActualPerformance:  Actual Revenues forthe month in question minus Actual Expenses for the month in question.

 

•                                          ActualRevenues:  All Covered Categoryrevenues during the month in question, less any waivers or refunds of fees.

 

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•                                          BaselineExpenses:  The figure, developed byASM and agreed to by Client on the basis of Client’s average monthly expensesattributable to Covered Categories preceding the Implementation Period, toserve as the monthly baseline for calculating Actual Expenses for the CoveredCategories.  Client’s Chief FinancialOfficer is the only party authorized to approve the Baseline Expenses for Client.

 

•                                          BaselinePerformance:  Baseline Revenuesminus Baseline Expenses.

 

•                                          BaselineRevenues:  The figure, developed byASM and agreed to by Client on the basis of Client’s revenues in CoveredCategories, less any waivers or refunds of fees, during three years ofoperations preceding the Implementation Period, to serve as the monthlybaseline for calculating Program Performance. Should Client decide to raise its NSF fee, this figure shall be adjustedto accurately reflect the revenue increase generated by the higher fee.  Client’s Chief Financial Officer is the onlyparty authorized to approve the Baseline Revenues for Client.

 

•                                          CoveredCategory:  A category ofnon-interest income generated by Client’s operations (e.g., NSF and overdraftfee income) on which recommendations delivered by ASM and accepted by Clientunder this Agreement are applied as part of Program operations.

 

•                                          FeePercentage:  The Fee Percentagestated on the Detail Schedule for the month in question.

 

•                                          ProgramPerformance:  Actual Performance forthe month in question minus Baseline Performance.

 

•                                          Reimbursables:  ASM’s expenses for travel, lodging, mealsand other reasonable and customary business expenses incurred in connectionwith rendering services to Client under this Agreement.  Client shall have the right, at its solediscretion, to refuse to pay any Reimbursables in the event Client believesthey are unreasonable.

 

•                                          Start-UpCosts:  Client’s one-timenon-capital costs for operations and system changes made during theImplementation Phase to implement the Program, plus reasonable depreciation ofcomputer equipment, non-Program Software licenses and other capital acquired tooperate the Program, as agreed by Client and ASM.

 

## 5.2                                 Client shall pay ASM a Program ImplementationPeriod Fee for services rendered during the Program Implementation Period inthe amount and according to the payment schedule stated in the DetailSchedule.

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## 5.3                                 No fees shall accrue or be payable with respect tothe Start-Up Period.

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## 5.4                                 Client shall pay ASM a monthly fee calculated bymultiplying Program Performance for the month in question times the applicableFee Percentage.  If Program

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## Performance for the month inquestion is zero or less, then no fee shall accrue or be payable for that month.

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## 5.5                                 Upon execution of this Agreement, Client shallprepay to ASM the Fee Deposit specified in the Detail Schedule.  No interest shall accrue on the FeeDeposit.  Each month, ASM shall apply aportion of the Fee Deposit (“Month’s Deposit”) to the monthly fees as theybecome payable, until the full deposit amount has been applied.  The amount of each Month’s Deposit shall beequal to the amount of the Fee Deposit multiplied by a fraction whose numeratoris 1 and whose denominator is the number of Compensation Months specified inthe Detail Schedule.  If aMonth’s Deposit exceeds the fee payable for that month, the excess shall beadded to the next succeeding Month’s Deposit for application in the nextsucceeding month.  If aggregate feesaccruing during the Compensation Period total less than the total Fee Deposit,ASM shall refund the difference to Client at the end of the CompensationPeriod.

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## 5.6                                 Fees for each month (net of the Month’s Deposit)shall be due and payable to ASM on or before the 20th calendar dayfollowing the end of the month for which they accrue, together with theapplicable Monthly Report Client is required to deliver to ASM under Section4.3.  ASM will accept payment for feeseither by check or wire transfer.

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## 5.7                                 Client shall pay all invoices from ASM forReimbursables upon receipt.

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6.                                       CONFIDENTIALITYAND NONCOMPETITION

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## 6.1                                 ASM acknowledges that information disclosed byClient to enable ASM to implement the Program will include confidential andproprietary information.  Allinformation which Client identifies to ASM as Client’s confidential andproprietary information at the time of disclosure will be deemed “Client’sConfidential Information” (unless the information is or becomes publiclyavailable through no action of ASM). ASM agrees not to disclose any part of Client’s Confidential Informationto any third party, and not to use Client’s Confidential Information for anypurpose other than performing ASM’s obligations under this Agreement.  On Client’s request at the termination or expirationof this Agreement, ASM will return all copies of Client’s ConfidentialInformation to Client.  ASM shall not bein breach of its obligations under this Section 6 if it develops modificationsto the Program in response to, based on or related to concepts ASM develops asa result of exposure to Client’s Confidential Information.

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## 6.2                                 Client acknowledges that terms extended by ASM toClient under this Agreement are confidential and valuable trade secrets ofASM.  Client agrees not to disclose anyprovisions of this Agreement to any third party.

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## 6.3                                 Client acknowledges that the Program isproprietary to ASM and its licensors, and includes confidential and proprietaryinformation, including but not limited to the Program Software, methods andmaterials on promotion, collections, customer service, training, compliance,legal, organizational structure, staffing and peer overdraft financialcomparisons, and is protected by copyright, trade secret and trademark law(“ASM’s Confidential Information”). Client agrees not to disclose any part of ASM’s Confidential Informationto any third party, and not to use ASM’s Confidential Information for anypurpose other than for Client’s own business operations.  Client further agrees not to duplicate theProgram materials

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## except as necessary for itsoperation of the Program in accordance with this Agreement, and that upontermination or expiration of this Agreement, Client will return all suchmaterials to ASM.

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## 6.4                                 Each party acknowledges and agrees that itsfailure to comply with the confidentiality requirements and use restrictionsset forth in this Section 6 will result in irreparable injury to the otherparty, and that the injured party shall be entitled to injunctive and otherequitable relief without proof of damages.

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## 6.5                                 During the term of this Agreement, and for twoyears after this Agreement has expired or been terminated, Client shall notoffer to another third party financial institution a program of accountoverdraft management or provide any services in connection with accountoverdraft management that would be competitive to ASM’s program other thanpursuant to a license agreement with ASM. This Section 6.5 shall not prohibit Client from providing accountoverdraft management services to its own customers following termination ofthis Agreement for any reason, except that Client shall continue to beobligated to compensate ASM under the terms of this agreement if Clientcontinues to operate the Program during the Compensation Period.  Client may provide services to its owncustomers directly, or may enter into a service agreement with an alternativeoverdraft account management provider. Client warrants that the term and extent of this Section 6.5 are reasonable.

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7.                                       REPRESENTATIONS,WARRANTIES, DISCLAIMERS

 

7.1                                 ASMrepresents to Client that (a) it has reviewed compliance of the Program withapplicable federal law and regulations, (b) it believes the Program complieswith applicable federal law and regulations, and (c) it is not aware of anyinstance of a financial institution failing to comply with applicable federallaw and regulations on account of its implementation of the Program.

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## 7.2                                 Client acknowledges that although ASM provides, asa part of the Program, information, recommendations and other consultationservices on matters that may be subject to state and federal laws andregulations, ASM cannot give legal advice. Client agrees that it will not rely on ASM to assure Client’s compliancewith any applicable state or federal laws and regulations or other legalrequirements (“Applicable Legal Requirements”).  Client further acknowledges that ASM has advised Client toobtain, and that Client agrees to obtain, its own legal counsel to assure thatthe Program, and its implementation and operation by Client, complies with allApplicable Legal Requirements.  Client’sadoption and effectuation of any recommendation or other Program element shallconstitute Client’s warranty to ASM that Client has determined, with theassistance of necessary and appropriate legal counsel, that adoption andeffectuation of the recommendations and other Program elements complies withall Applicable Legal Requirements.

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## 7.3                                 ASM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING ALLWARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

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## 7.4                                 ASM SHALL NOT BE LIABLE FOR ANY FAILURE OF THEPROGRAM OR OF CLIENT AND ITS IMPLEMENTATION OR OPERATION OF THE PROGRAM TOCOMPLY WITH ANY APPLICABLE LEGAL REQUIREMENTS, NOR SHALL ASM BE LIABLE FOR ANYFAILURE OF THE PROGRAM OR ITS IMPLEMENTATION OR OPERATION TO PROVIDE ANYPARTICULAR RESULT.  IN NO EVENT SHALL ASM’sLIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO ASMHEREUNDER.  IN NO EVENT SHALL ASM BELIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVEDAMAGES.

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8.                                       TERMAND TERMINATION

 

8.1                                 Theterm of this Agreement shall begin on the Effective Date and shall expire onthe last day of the Operation Period, unless earlier terminated as permittedbelow.

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## 8.2                                 If either party commits a material, uncured breachof any of its obligations under this Agreement, then the other party mayterminate this Agreement by written notice, provided that the terminating partyhas first given the breaching party written notice of the breach and a 30 dayperiod within which to cure the breach.

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## 8.3                                 Except as provided below, on termination or expirationof this Agreement, Client’s license to use and implement the Program shallautomatically terminate or expire.  IfClient continues the Program Software License in force and effect, then Clientmay continue to use the Program, subject to the provisions of Sections 6 and 7,which shall survive termination or expiration of this Agreement.  Modifications to this Agreement, if any,specified as such in the Detail Schedule shall be deemed a part of thisAgreement for all purposes, and shall supersede the provisions of the main bodyof this Agreement only to the extent specified in the Detail Schedule.

 

9.                                       MISCELLANEOUS

 

9.1                                 Clientshall not recruit or hire any ASM employee who is or was assigned to performservices for Client under this Agreement without the prior written consent ofthe President or CEO of ASM until at least one (1) year after the expiration ofthe term of this Agreement.  If, withASM’s written consent, Client hires any ASM employee who is or was assigned toperform services for Client under this Agreement, then client shall pay ASM$250,000 within 30 days of the date of such hiring, as a fee for the additionalbenefit obtained by Client.

 

## 9.2                                 This Agreement shall be binding on the parties andon their respective successors and assigns. Notwithstanding the foregoing, this Agreement is not assignable byeither party, with the exception that ASM may assign it to a relatedimplemented affiliate.  Any attempt toassign this Agreement despite the foregoing prohibition shall be void.

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## 9.3                                 The parties will attempt to settle any claim orcontroversy arising out of this Agreement through consultation and negotiationin good faith and a spirit of mutual cooperation.  Any arbitration shall take place in Travis County, Texas, ifinitiated by Client and in Fargo, North Dakota, if initiated by ASM.  Neither party may unreasonably withholdconsent to the selection of a mediator. The parties will share the costs of the mediation equally.  Any dispute which the

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## parties cannot resolve throughnegotiation or mediation within 45 days of the date of the initial demand forit by one of the parties may then be submitted to the courts for resolution asprovided below.  The use of mediationwill not be construed under the doctrine of laches, waiver or estoppel oraffect adversely the judicial proceedings if (a) good faith efforts to resolvethe dispute under these procedures have been unsuccessful or (b) interim relieffrom a court is necessary to prevent serious and irreparable injury.

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## 9.4                                 This Agreement shall be governed by and construedin accordance with the laws of the State of Texas, excluding its conflicts oflaws provisions if any matter is originated by Client.  If any matter is originated by ASM, thisagreement shall be governed by and construed in accordance with the laws of theState of North Dakota, excluding its conflicts of laws provisions.  Jurisdiction and venue for any matter shallbe in the federal and state courts sitting in Travis County, Texas, if initiatedby Client and in Fargo, North Dakota, if initiated by ASM.

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## 9.5                                 The failure of either party to enforce its rightsunder this Agreement at any time for any period shall not be construed as awaiver of such rights.  If any provisionof this Agreement is determined to be illegal or unenforceable, that provisionwill be limited or eliminated to the minimum extent necessary so that thisAgreement shall otherwise remain in full force and effect and enforceable.  Headings herein are for convenience of referenceonly and shall in no way affect interpretation of the Agreement.

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## 9.6                                 Neither party shall have liability or be deemed inbreach of this Agreement because of an act or omission resulting from an eventbeyond the party’s reasonable control, including but not limited to acts ofGod, acts or omissions of Internet providers, the Internet, equipment failureof parties or their affiliates, acts or omissions of communication carriers orsuppliers, or natural disasters.

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## 9.7                                 Neither party has the right or authority to, andshall not assume or create any obligation of any nature whatsoever on behalf ofthe other party or bind the other party in any respect whatsoever.

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## 9.8                                 Notices shall be deemed given:  (a) when delivered personally; (b) when sentvia facsimile (and confirmed by delivery of the actual document by U.S. mail orcommercial express courier); (c) 3 days after deposit in the U.S. Mail,registered or certified mail, return receipt requested, postage prepaid; or (d)1 business day after deposit with a commercial express courier for nextbusiness day delivery, with written verification of receipt.  All communications will be sent to theaddresses set forth on the cover sheet of this Agreement or such other addressas may be designated by a party by giving written notice to the other partypursuant to this paragraph.

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## EXECUTED by the parties toeffective as of the last date written below.

 

 
| ALEX SHESHUNOFF MANAGEMENT  SERVICES, L.P. |                 | Client:  COMMUNITY FIRST BANKSHARES  FARGO, NORTH DAKOTA |
|--------------------------------------------|----------------------|---------------------------------------------------------------|
|                                       |                 |                                                          |
| By:                                        | /s/ David W. Furnace |                                                          | By: | /s/ Dan M. Fisher |
|                                       | Name:                |                                                          | David W. Furnace |   |   | Name: |   | Dan M. Fisher |
|                                       | Title:               |                                                          | Managing Director |   |   | Title: |   | CIO |
| Date:                                      | 10/8/03              |                                                          | Date: | 9/30/03 |
|                                            |                      |                                                               |  |  |  |  |  |  |  |  |  |  |  |

 

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**CERTAININFORMATION HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT UNDER RULE 24B-2.**

 

PLATINUM OVERDRAFTSM MANAGEMENT AGREEMENT

 

Detail Schedule

 
| **Client**                                                              |                 | **Community  First Bankshares**                                                     |      |
|-------------------------------------------------------------------------|----------------------|-------------------------------------------------------------------------------------|-----------|
| Type of  financial institution and jurisdiction under whose laws formed |                 | National  Bank  Primary Regulator:  Office of the  Comptroller of the Currency |      |
| Address of  Client’s principal offices                             |                 | 520 Main  Avenue  Fargo, ND  58124                                             |      |
| Agreement  Effective Date                                               |                 | September  26, 2003                                                                 |      |
| Compensation  Months (§§4.1, 5.1d and 5.5)                    |                 | 24 months                                                                           |      |
| Program  Implementation Period Fee (§5.2)                          | Amount               |                                                                                | **[***]** |   |
| Payment  Schedule                                                       |                 | N/A                                                                                 |      |
| Fee Deposit  amount (§5.5)                                         |                 | **[***]**                                                                           |      |
| Fee  Percentage (§§5.1 and 5.5)                               | Months 1  through 12 |                                                                                | **[***]** |   |
| Months 13  through 24                                                   |                 | **[***]**                                                                           |      |
| Months 25  through 36                                                   |                 | N/A                                                                                 |      |
| Modifications  to Agreement                                             |                 | N/A                                                                                 |      |
|                                                                         |                      |                                                                                     |           |  |  |

 

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