EXHIBIT 10.15.2




                                                                EXHIBIT  10.15.2

                          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 Mark
Anderson, 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).



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 Vice Chairman and Chief Financial Officer 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 $300,000 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 

                                       3


                 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 CFB's pension, savings, life 
                      insurance, medical, health, accident, or 

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                      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)  Notwithstanding anything herein to the contrary, during the 
                 period commencing on the 90th day following a Change in 
                 Control and ending on the 180th day following a Change in 
                 Control, Executive may voluntarily terminate his employment 
                 for any reason, and such termination shall be deemed "Good 
                 Reason" for all purposes of this Agreement.

          (iv)   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.

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     (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 
                 [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 greater 
                      of three million and no/100 dollars ($3,000,000.00) or 
                      three (3) times 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) under 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 36-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 

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                      Executive's dependents during the 36-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 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;

                                       8



                 (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 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 


                                       9


                 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), 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


                                      10


          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, 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.


                                      11


          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 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.


                                      12


     (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.

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:


                                      13


          (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;

          (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.


                                      14


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 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.

17.  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      DONALD R. MENGEDOTH
                                 -----------------------------

                              Its       PRESIDENT AND CEO
                                 -----------------------------


                              EXECUTIVE:

                              /s/ MARK ANDERSON
                              --------------------------------
                              Mark Anderson