CFBX

RESTATED
CERTIFICATE OF INCORPORATION
OF
COMMUNITY FIRST BANKSHARES, INC.


ARTICLE I

NAME

The name of the corporation is Community First Bankshares, Inc.

ARTICLE II

REGISTERED OFFICE

The address of the corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, in
the County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.

ARTICLE III

PURPOSES

The nature of the business or purposes to be conducted or promoted by the
corporation shall include any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

ARTICLE IV

CAPITAL STOCK

4.1) AUTHORIZED CAPITAL STOCK. The total number of shares of stock which
the corporation shall have authority to issue is Thirty-Two Million (32,000,000)
shares, divided into Thirty Million (30,000,000) shares of Common Stock, $.01
par value per share ("Common Stock"), and Two Million (2,000,000) shares of
Preferred Stock, $.01 par value per share ("Preferred Stock"). The designations
and the powers, preferences, and rights, and the qualifications, limitations, or
restrictions of the shares of each class of capital stock shall be as provided
in this Article IV and by applicable law.

4.2) GENERAL.

a) PREEMPTIVE RIGHTS. Unless otherwise provided by the Board of
Directors, no holder of capital stock of the corporation shall have any
preferential, preemptive, or other rights of subscription to any shares of any
class of capital stock of the corporation allotted or sold or to be allotted or
sold now or hereafter authorized, or to any obligations convertible into the
capital stock of the corporation of any class, or any right of subscription to
any part thereof.

b) STOCK RIGHTS AND OPTIONS. The Board of Directors shall have the
power to create and issue rights, warrants, or options entitling the holders
thereof to purchase from the corporation any shares of its capital stock of any
class or series, upon such terms and conditions and at such times and prices as
the Board of Directors may provide, which terms and conditions shall be
incorporated in instrument or instruments evidencing such rights.

4.3) COMMON STOCK. Subject to all of the rights of the Preferred Stock,
and except as may be expressly provided herein with respect to the Preferred
Stock, by applicable law or by the Board of Directors pursuant to this Article
IV:

a) VOTING RIGHTS GENERALLY. Each holder of record of the Common
Stock shall be entitled to one vote for each share of Common Stock held by him
or her at each meeting of the shareholders with respect to any matter, other
than the election of directors, on which such shareholders have a right to vote.
The right to vote provided herein shall be subject to the provisions of the
Bylaws of the corporation in effect from time to time with respect to closing
the transfer books and fixing a record date for the determination of shares
entitled to vote.

b) CUMULATIVE VOTING FOR DIRECTORS. At all elections of directors,
each holder of record of the Common Stock shall be entitled to as many votes as
shall equal the number of votes which (except for this provision as to
cumulative voting) he or she would be entitled to cast for the election f
directors with respect to his or her shares of Common Stock multiplied by the
number of directors to be elected, and such holder may cast all of such votes
for a single director candidate or may distribute them among any number of such
candidates.

c) DIVIDENDS. Each holder of record of Common Stock of the
corporation shall be entitled to receive when as declared by the Board of
Directors, out of earnings or surplus legally available therefor, dividends,
payable either in cash, in property, or ins hares of the capital stock of the
corporation.

4.4) PREFERRED STOCK. The Preferred Stock may be issued from time to time
by the Board of Directors as shares of one or more class or series. Subject to
the provisions hereof and the limitations prescribed by law, the Board of
Directors is expressly authorized by adopting resolutions providing for the
issuance of shares of any particular series and, if and to the extent from time
to time required by law, by filing with the Secretary of State of the State of
Delaware a statement with respect to the adoption of the resolutions pursuant to
the Delaware General Corporation Law (or other law hereafter in effect relating
to the same or substantially similar subject matter), to establish the number of
shares to be included in each class or series and to fix


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the designation and relative powers, preferences and rights and the
qualifications and limitations or restrictions thereof relating to the shares f
each such class or series. The authority of the Board of Directors with respect
to each series shall include, but not be limited to, determination of the
following:

(a) the distinctive serial designation of such class or series and
the number of shares constituting such class or series, provided that the
aggregate number of shares constituting all classes or series of Preferred
Stock shall not exceed nine hundred thousand (900,000);

(b) the annual dividend rate on shares of such class or series, if
any, whether dividends shall be cumulative and, if so, from which date or
dates;

(c) whether the shares of such class or series shall be redeemable
and, if so, the terms and conditions of such redemption, including the date
or dates upon and after which such shares shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption date;

(d) the obligations, if any, of the corporation to retire shares of
such class or series pursuant to a sinking fund;

(e) whether shares or such class or series shall be convertible into,
or exchangeable for, shares of stock of any other class or classes and, if
so, the terms and conditions of such conversion or exchange, including the
price or prices or the rate or rates of conversion or exchange and the
terms of adjustment, if any;

(f) whether the shares of such class or series shall have voting
rights provided by law, and, if so, the terms of such voting rights;

(g) the rights of the shares of such class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation; and

(h) any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such class or series.

The shares of Preferred Stock of any one class or series shall be identical
with each other in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.


ARTICLE V

EXISTENCE


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The corporation is to have perpetual existence.


ARTICLE VI

STOCKHOLDER MEETING AND BOOKS

Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to applicable law) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors or in
the Bylaws of the corporation.


ARTICLE VII

DIRECTORS

7.1) In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the corporation.

7.2) Elections of directors need not be by written ballot unless the Bylaws
of the corporation shall so provide.

ARTICLE VIII

DIRECTOR LIABILITY

8.1) A director of the corporation shall not be liable to the corporation
or the stockholders of the corporation for monetary damages for a breach of the
fiduciary duty of care as a director, except to the extent such exception from
liability or limitation thereof is not permitted under the Delaware General
Corporation Law as the same currently exists or hereafter is amended.

8.2) The provisions of this Article shall not be deemed to limit or
preclude indemnification of a director by the corporation for any liability of a
director which has not been eliminated by the provisions of this Article.


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ARTICLE IX

AMENDMENT OF CERTIFICATE

The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.