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                                                                EXHIBIT 10.15.4

                          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).

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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 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 ________________________________ 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.

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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.

     (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

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                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 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.

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          (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;

                (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

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                      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.  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

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                [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 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) 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 12-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 12-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;

                (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

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                      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

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                      contesting or disputing any such termination or in 
                      seeking to obtain or enforce any right 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),

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                      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 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, 

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          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 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

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     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.

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.

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<PAGE>

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 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;

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<PAGE>

          (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 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

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<PAGE>

     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.

16.  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 /s/ Mark A. Anderson
                                --------------------------------

                              Its  Vice Chairman and CFO
                                 ---------------------------------

                              EXECUTIVE:

                              /s/ Donald Mengedoth
                              ---------------------------------
                              Donald Mengedoth
                              


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