EXHIBIT 2.14 AGREEMENT AND PLAN OF MERGER dated as of January 8, 1998

EXHIBIT 2.14

AGREEMENT AND PLAN OF MERGER

dated as of January 8, 1998

between

COMMUNITY FIRST BANKSHARES, INC.

and

COMMUNITY BANCORP, INC.

INDEX TO AGREEMENT AND PLAN OF MERGER

Page

AGREEMENT AND PLAN OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1 THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Effects of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Calculation of Company Value . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2 EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS;
EXCHANGE OF CERTIFICATES
2.1 Effect on Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Conversion of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Exchange Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Shareholders' Right of Dissent. . . . . . . . . . . . . . . . . . . . . . . 4

2.2 Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Exchange Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Exchange Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
(c) Distributions with Respect to Unexchanged Shares; Voting. . . . . . . . . . 5
(d) Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(e) Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(f) Termination of Exchange Fund. . . . . . . . . . . . . . . . . . . . . . . . 6
(g) Lost or Destroyed Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . 7
3.1 Representations and Warranties of Company. . . . . . . . . . . . . . . . . . . . 7
(a) Bank Subsidiary Organization. . . . . . . . . . . . . . . . . . . . . . . . 7
(b) Company Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) Enforceability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) Limitation of Bank's Powers . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(f) Insured Status of Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(g) No Default; Creation of Liens . . . . . . . . . . . . . . . . . . . . . . . 8
(h) Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(i) Fidelity Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(j) Employment Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(k) Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(l) Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(m) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(n) Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(o) Insurance Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

(p) Bank Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(q) Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
(r) Loan Allowance and Documentation. . . . . . . . . . . . . . . . . . . . . .11
(s) Leases and Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
(t) Shareholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
(u) Bank Principals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
(v) Information Supplied. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
(w) Agreements with Bank Regulators . . . . . . . . . . . . . . . . . . . . . .13

3.2 Representations and Warranties of CFBI . . . . . . . . . . . . . . . . . . . . .13
(a) CFBI Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
(b) Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
(c) Required Filings and Consents . . . . . . . . . . . . . . . . . . . . . . .14
(d) Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
(e) Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
(f) Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
(g) Absence of Certain Changes. . . . . . . . . . . . . . . . . . . . . . . . .15
(h) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
(i) Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . .16
(j) Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
(k) No Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
(l) Enforceability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
(m) No Default; Creation of Liens . . . . . . . . . . . . . . . . . . . . . . .17
(n) Information Supplied. . . . . . . . . . . . . . . . . . . . . . . . . . . .17
(o) Insured Status of CFBI Subsidiary Banks . . . . . . . . . . . . . . . . . .17
(p) No Default; Creation of Liens . . . . . . . . . . . . . . . . . . . . . . .18
ARTICLE 4 COVENANTS OF COMPANY AND CFBI . . . . . . . . . . . . . . . . . . . . . . . . .18
4.1 Covenants of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(a) Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(b) Shareholder Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(c) Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
(d) Confidential Information. . . . . . . . . . . . . . . . . . . . . . . . . .19
(e) Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
(f) No Solicitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(g) No Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(h) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(i) Pooling Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(j) Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(k) Additional Covenants of Company . . . . . . . . . . . . . . . . . . . . . .21

4.2 Covenants of CFBI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
(a) Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
(b) Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
(c) Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

(d) Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
(e) Shares to be Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
(f) Blue Sky. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
(g) Confidential Information. . . . . . . . . . . . . . . . . . . . . . . . . .24

4.3 Covenants of Company and CFBI. . . . . . . . . . . . . . . . . . . . . . . . . .25
(a) Other Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
(b) Advice of Changes; Government Filings . . . . . . . . . . . . . . . . . . .25
(c) Title of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
(d) Environmental Assessment. . . . . . . . . . . . . . . . . . . . . . . . . .26
ARTICLE 5 ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.2 Access to Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.3 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
5.4 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
5.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
5.6 Additional Agreements; Best Efforts. . . . . . . . . . . . . . . . . . . . . . .28
5.7 Insurance, Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
ARTICLE 6 CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
6.1 Conditions to Each Party's Obligation to Effect the Merger . . . . . . . . . . .29
(a) Stockholder Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
(b) Nasdaq Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
(c) Other Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
(d) No Injunctions or Restraints; Illegality. . . . . . . . . . . . . . . . . .29
(e) No Unduly Burdensome Condition. . . . . . . . . . . . . . . . . . . . . . .29

6.2 Conditions to Obligations of CFBI. . . . . . . . . . . . . . . . . . . . . . . .30
(a) Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . .30
(b) Performance of Obligations of Company . . . . . . . . . . . . . . . . . . .30
(c) Minimum Book Value of the Company . . . . . . . . . . . . . . . . . . . . .30
(e) Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

6.3 Conditions to Obligations of Company . . . . . . . . . . . . . . . . . . . . . .30
(a) Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . .31
(b) Performance of Obligations of CFBI. . . . . . . . . . . . . . . . . . . . .31
(c) Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . .31
(d) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
(e) Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
(f) Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . .31
ARTICLE 7 TERMINATION AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .32
7.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
7.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

iii

7.3 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
7.4 Extension; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
ARTICLE 8 GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
8.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
8.3 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
8.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
8.5 Entire Agreement: Third Party Beneficiaries; Rights of Ownership . . . . . . . .34
8.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
8.7 Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
8.8 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
8.9 Enforcement of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .34

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of January 8, 1998 (the
"Agreement"), by and between Community First Bankshares, Inc., a Delaware
corporation ("CFBI"), and Community Bancorp, Inc., a Colorado corporation
("Company").

WHEREAS, the Boards of Directors of CFBI and Company have approved, and
deem it advisable and in the best interests of their respective companies and
their stockholders to consummate the business combination transaction provided
for herein in which Company will be merged with and into CFBI and Company's
subsidiary Community First National Bank ("Bank") thereby become a wholly-owned
subsidiary of CFBI (the "Merger");

WHEREAS, CFBI and Company desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger; and

WHEREAS, for Federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization under the provisions of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

THE MERGER

1.1 EFFECTIVE TIME OF THE MERGER. Subject to the provisions of this
Agreement, (i) articles of merger (the "Articles of Merger") in substantially
the form as attached hereto as EXHIBIT 1.1A shall be duly prepared, executed and
acknowledged by CFBI and Company and thereafter delivered for filing to the
Secretary of State of the State of Colorado, as provided in the Colorado
Business Corporation Act (the "Colorado Act"), and (ii) a certificate of merger
(the "Certificate of Merger") in substantially the form as attached hereto as
EXHIBIT 1.1B shall be duly prepared, executed and acknowledged by CFBI and
Company and thereafter delivered for filing to the Secretary of State of the
State of Delaware, as provided in the Delaware General Corporation Law (the
"Delaware Law"), on the Closing Date (as defined in Section 1.2). The Merger
shall become effective upon the filing of the Articles of Merger with the
Secretary of State of Colorado and the filing of the Certificate of Merger with
the Secretary of State of Delaware or at such other time as CFBI and Company may
agree in writing to provide in the Articles of Merger and the Certificate of
Merger (the "Effective Time"). Notwithstanding the immediately preceding
sentence, however, the parties intend that the effective date and time of the
Closing, as defined in Section 1.2 below, for both financial and tax reporting
purposes, shall be as of the close of business on the Closing Date.

1.2 CLOSING. Subject to the terms and conditions hereof, the closing of
the Merger (the "Closing") will take place after the satisfaction or waiver
(subject to applicable law) of the latest to occur of the conditions set forth
in Article 6 hereof (the "Closing Date"), at the offices of Xxxxxxxxx & Xxxxxx,
in Minneapolis, Minnesota, unless another time, date or place is agreed to in
writing by the parties hereto.

1.3 EFFECTS OF THE MERGER.

(a) At the Effective Time: (i) the separate existence of the
Company shall cease and the Company shall be merged with and into CFBI, (ii)
the Articles of Incorporation of CFBI, as in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the Surviving
Corporation until duly amended in accordance with applicable law; (iii) the
By-laws of CFBI, as in effect immediately prior to the Effective Time shall
be the By-laws of the Surviving Corporation until amended in accordance with
applicable law; (iv) the holders of the outstanding capital stock of CFBI
shall continue as shareholders of the Surviving Corporation; (v) the holders
of certificates representing shares of Company Common Stock (as defined in
Section 2.1(b) below) shall cease to have any rights as shareholders of
Company, except such rights, if any, as they may have pursuant to Article 113
of the Colorado Act, and their sole right shall be the right to receive (A)
the number of whole shares of CFBI Common Stock (as defined in Section 2.1(b)
below) into which their shares of Company Common Stock have been converted
in the Merger as provided herein (together with any dividend payments with
respect thereto, to the extent provided in Section 2.2(c) below), and (B) the
cash value of any fraction of a share of CFBI Common Stock into which their
shares of Company Common Stock have been converted as provided herein.

(b) As used in this Agreement, the term "Constituent Corporations"
shall mean CFBI and the Company. The term "Surviving Corporation" shall mean
CFBI, after giving effect to the Merger.

1.4 CALCULATION OF COMPANY VALUE. Subject to the provisions of Section
4.1(k), as of the last day of the month immediately preceding the Effective Time
(the "Determination Date"), Company shall prepare a consolidated balance sheet
of Company in accordance with generally accepted accounting principles ("GAAP"),
but excluding the effects of any adjustments otherwise required by FASB 115 and
excluding any footnotes that might be required to be included with such
financial statements (the "Determination Date Balance Sheet"), together with a
consolidated statement of income (the "Interim Income") for the period from June
30, 1997 to the Determination Date (the "Interim Income Statement"), such
consolidated statement of income shall be prepared in accordance with GAAP, but
excluding the effects of any adjustments otherwise required by FASB 115 and
excluding any footnotes that might be required to be included with such
statements (the Determination Date Balance Sheet and Interim Income Statement
are herein referred to as the "Determination Date Financial Statements"). The
Determination Date Financial Statements shall be delivered to CFBI as soon as
they are prepared so that CFBI and its accountants may review and confirm their
accuracy. For purposes of this Agreement, the "Company Value" shall be the sum
of (i) Twenty Million Four Hundred Thousand Dollars, plus (ii) Interim Income
multiplied by 3.9139, plus (iii) average daily Interim

Income, multiplied by the number of days from the Determination Date to the
day prior to the Closing Date (excluding the Determination Date), multiplied
by 3.9139.

For purposes of the calculations of this Section 1.4, Interim Income shall be
determined in accordance with generally accepted accounting principles as pretax
income generated in the ordinary course of business operations from and after
June 30, 1997 to the Determination Date, less (i) income from the sale of assets
out of the ordinary course of business, (ii) income from the sale of securities
prior to maturity; (iii) income tax distributions equal to 41% of pretax income,
and (iv) dividends in the amount of $140,000, paid in the third calendar quarter
of 1997, and $90,000, to be paid in the fourth calendar quarter of 1997. In
addition, it is agreed that the ratio of Allowance for Loan and Lease Losses to
gross total loans will be no lower than 0.476% (the ratio at June 30, 1997) at
Closing. Interim Income shall not take into account any adjustments for
unrealized gains or losses on securities available for sale in accordance with
SFAS 115,

ARTICLE 2

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

2.1 EFFECT ON CAPITAL STOCK.

(a) CONVERSION OF COMMON STOCK. At the Effective Time, by virtue of
the Merger and without any action on the part of any holder of shares of common
stock, par value $1.00, of Company ("Company Common Stock"), subject to Section
2.2(e), each issued and outstanding share of Company Common Stock, other than
shares of Company Common Stock held by persons who have taken all steps required
to perfect their right to be paid the fair value of such shares under
Sections 0-000-000 of the Colorado Act, shall be converted into shares of
validly issued, fully paid and nonassessable shares of common stock of CFBI,
$.01 par value ("CFBI Common Stock"). All such shares of Company Common Stock
shall no longer be outstanding and shall automatically be canceled and retired
and shall cease to exist. Each Company shareholder's certificate or
certificates previously representing shares of Company Common Stock (each a
"Company Common Certificate") shall be aggregated (if a single stockholder holds
more than one Company Common Certificate) and exchanged for a certificate or
certificates representing whole shares of CFBI Common Stock and cash in lieu of
any fractional share issued in consideration therefor upon the surrender of such
Company Common Certificates in accordance with Section 2.2, without any interest
thereon. In the event that, subsequent to the date of this Agreement but prior
to the Effective Time, the outstanding shares of CFBI Common Stock shall have
been increased, decreased, changed into or exchanged for a different number or
kind of shares or securities through a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
similar change in CFBI's capitalization, then an appropriate and proportionate
adjustment shall be made to the "Exchange Rate," as hereinafter defined, so that
the number of shares of CFBI Common Stock into which a share of Company Common
Stock shall be converted will equal the number of shares of CFBI Common Stock
that the holders of shares of Company Common Stock would have received pursuant
to such reorganization, recapitalization, reclassification, stock dividend,
stock split,

reverse stock split or other similar change had the record date therefor
been immediately following the Closing Date.

(b) EXCHANGE RATE. Subject to the adjustments provided above and
below, the number of shares of CFBI Common Stock to be exchanged for each share
of Company Common Stock (the "Exchange Rate") shall be determined by dividing
the Company Share Value by the CFBI Trading Value.

For purposes of this Agreement, the "Company Share Value" shall be
determined by dividing the Company Value, determined in accordance with Section
1.4, above, by the number of shares of Company Common Stock outstanding or
subject to option, warrant or other right of issuance, whether or not vested or
accrued as of the Effective Time.

For purposes of this Agreement, the "CFBI Trading Value" of the CFBI Common
Stock shall be the average of the per share closing price for the CFBI Common
Stock as reported by the Nasdaq National Market for the 20 trading days ending
at the end of the fourth trading day immediately preceding the Closing Date (as
appropriately and proportionately adjusted in the event that, between the date
hereof and the termination of such twenty trading day period, shares of CFBI
Common Stock shall be changed into a different number of shares or a different
class of shares by reason of any reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment or stock dividend).

Calculations will be rounded to three decimal places. Any fractional share
of CFBI Common Stock will be paid in cash in accordance with Section 2.2(e).
Illustrations of the above Exchange Rate calculations are attached as EXHIBIT
2.1(b) hereto and incorporated herein by reference.

(c) SHAREHOLDERS' RIGHT OF DISSENT. Notwithstanding anything to the
contrary contained herein, shares of Company Common Stock which are issued and
outstanding immediately prior to the Effective Time and which are held by
shareholders who have not voted such shares in favor of the Merger and who shall
have properly exercised their dissenters' rights for such shares in the manner
provided by the Colorado Act (the "Dissenting Shares") shall not be converted
into or be exchangeable for the right to receive shares of CFBI Common Stock and
cash in lieu of fractional shares, unless and until such holder shall have
failed to perfect or shall have effectively withdrawn or lost his right to
dissent and payment, as the case may be. If such holder shall have so failed to
perfect or shall have effectively withdrawn or lost such right, his shares shall
thereupon be deemed to have been converted into and to have become exchangeable
for, at the Effective Time, the right to receive shares of CFBI Common Stock and
cash in lieu of fractional shares, without any interest thereon. The Company
shall give CFBI prompt notice of any Dissenting Shares (and shall also give CFBI
prompt notice of any withdrawals of such demands for dissenters' rights) and
CFBI shall have the right to direct all negotiations and proceedings with
respect to any such demands. Neither the Company nor the surviving

corporation of the Merger shall, except with the prior written consent of
CFBI, voluntarily make any payment with respect to, or settle or offer to
settle, any such demand for dissenters' rights.

2.2 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE AGENT. At the Closing, CFBI shall deposit with Norwest
Bank Minnesota, N.A. or such other bank or trust company acceptable to the
parties (the "Exchange Agent"), for the benefit of the holders of shares of
Company Stock, certificates dated the Closing Date representing the shares of
CFBI Common Stock and the cash to be paid in lieu of fractional shares to be
issued and paid pursuant to Section 2.1(b) in exchange for the outstanding
shares of Company Common Stock. (Such cash and certificates for shares of CFBI
Common Stock together with any dividends or distributions with respect thereto,
are hereinafter referred to as the "Exchange Fund.")

(b) EXCHANGE PROCEDURES. Within five (5) business days after the
Closing Date, CFBI shall cause the Exchange Agent to mail to each holder of
record of a Company Certificate or Company Certificates (i) a letter of
transmittal which shall specify that delivery shall be effective, and risk of
loss and title to the Company Certificate(s) shall pass, only upon delivery of
the Company Certificate(s) to the Exchange Agent and which shall be in such form
and have such other provisions as CFBI and Company may reasonably specify not
later than five business days before the Closing Date and (ii) instructions for
use in effecting the surrender of the Company Common Certificate(s) in exchange
for a certificate representing shares of CFBI Common Stock and the cash to be
paid in lieu of any fractional share. Upon surrender of a shareholder's Company
Common Certificate or Company Common Certificates for cancellation to the
Exchange Agent together with such letter of transmittal, duly executed, the
holder of such Company Common Certificate(s) shall be entitled to receive in
exchange therefor (1) a certificate or certificates representing the number of
whole shares of CFBI Common Stock and (2) a check representing the amount of the
cash to be paid in lieu of a fractional share, if any, and unpaid dividends and
distributions, if any, which such holder has the right to receive in respect of
the Company Common Certificate(s) surrendered, as provided in Section 2.2(c)
below, and the Company Common Certificate(s) so surrendered shall forthwith be
canceled. No interest will be paid on the cash in lieu of fractional shares and
unpaid dividends and distributions, if any, payable to holders of Company Common
Certificates. In the event of a transfer of ownership of Company Common Stock
which is not registered in the transfer records of Company, a CFBI Certificate
representing the proper number of shares of CFBI Common Stock, and/or a check
for the cash to be paid, may be issued to such a transferee if the Company
Common Certificate representing such Company Stock is presented to the Exchange
Agent, accompanied by all documents required to evidence and effect such
transfer. Any applicable stock transfer taxes shall be paid by CFBI.

(c) DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES; VOTING. The
Exchange Agent shall receive and hold, for distribution without interest to the
record holder of the certificate or certificates representing shares of Company
Common Stock, all dividends and other distributions paid on shares of CFBI
Common Stock held in the Exchange Agent's name as agent. Holders of
unsurrendered Company Common Certificates shall not be entitled to vote

after the Closing Date at any meeting of CFBI shareholders until they have
exchanged their Company Common Certificates.

(d) TRANSFERS. After the Effective Time, there shall be no transfers
on the stock transfer books of Company of the shares of Company Stock which were
outstanding immediately prior to the Effective Time. If, after the Effective
Time, Company Certificates are presented to the Surviving Corporation, they
shall be canceled and exchanged for the shares of CFBI Common Stock and/or cash,
in an amount as determined in accordance with the provisions of Sections 2.1(a),
2.1(b) and this Section 2.2, deliverable in respect thereof pursuant to this
Agreement. Company Certificates surrendered for exchange by any person
constituting an "affiliate" of Company for purposes of Rule 145(c) under the
Securities Act of 1933, as amended (the "Securities Act"), shall not be
exchanged until CFBI has received a written agreement from such person as
provided in Section 5.5.

(e) FRACTIONAL SHARES. No fractional shares of CFBI Common Stock
shall be issued pursuant hereto. In lieu of the issuance of any fractional
share, cash will be paid to holders in respect of any fractional share of CFBI
Common Stock that would otherwise be issuable, and the amount of such cash shall
be equal to such fractional proportion of the Trading Value of a share of CFBI
Common Stock. For purposes of calculating fractional shares, a holder of
Company Common Stock with more than one Company Certificate shall receive cash
only for the fractional share remaining after aggregating all of its, his or her
Company Common Stock to be exchanged.

(f) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
(including the proceeds of any investments thereof and any CFBI Common Stock)
that remains unclaimed by the shareholders of Company for twelve months after
the Closing Date shall be paid to CFBI. Any shareholders of Company who have
not theretofore complied with this Article 2 shall thereafter look only to CFBI
for payment of their shares, and cash in an amount as determined in accordance
with the provisions of Section 2.1(a) and this Section 2.2, without any interest
thereon. Notwithstanding the foregoing, none of CFBI, the Exchange Agent nor
any other person shall be liable to any former holder of shares of Company Stock
for any amount properly delivered to a public official pursuant to applicable
abandoned property, escheat or similar laws.

(g) LOST OR DESTROYED SHARES. In the event any Company Certificate
shall have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming such Company Certificate to be lost, stolen or
destroyed and, if required by the Exchange Agent, the posting by such person of
a bond in such amount as CFBI may direct as indemnity against any claim that may
be made against it with respect to such Company Certificate, the Exchange Agent
will issue in exchange for such lost, stolen or destroyed Company Certificate
the shares of CFBI Common Stock, and/or cash in an amount as determined in
accordance with the provisions of Sections 2.1(a), 2.1(b) and this Section 2.2,
deliverable in respect thereof pursuant to this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF COMPANY. In order to induce CFBI to
enter into this Agreement, Company represents and warrants to CFBI, in all
material respects, as of the date of this Agreement (except as otherwise
expressly provided), as follows, except as disclosed on the attached EXHIBIT 3.1
(the "Company Disclosure Schedule") and the schedules thereunder which are
numbered to correspond to the representations set forth below:

(a) BANK SUBSIDIARY ORGANIZATION. Community First National Bank (the
"Bank") is a national banking association duly organized and validly existing
and in good standing under the laws of the United States with an authorized
capital of $500,000, consisting of 5,000 shares of one class of common stock,
par value $100.00 per share. All of the shares of stock of the Bank which are
presently issued and outstanding, have been validly issued, fully paid and,
subject to 12 U.S.C. Section 55, non-assessable, and there are no stock options
or other commitments outstanding pursuant to which the Bank is obligated to
issue additional shares of such stock or purchase or redeem any outstanding
shares of such stock.

(b) COMPANY ORGANIZATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado, with authorized capital stock consisting of 50,000 shares of common
stock, $1,00 par value per share, of which _______ shares are issued and
outstanding. Company has all requisite power, authority, charters, licenses and
franchises necessary or required by law to carry on the business activity in
which it is presently engaged, except where the failure to have any such power,
authority, charters, licenses or franchises would not reasonably be expected to
have a material adverse effect on Company. Company is registered as a company
under Section 1841 of Title 12, United States Code, as amended (the "Bank
Holding Company Act"). Except as set forth in Section 3.1(b) of the Company
Disclosure Schedule, the Company has no direct or indirect subsidiaries except
the Bank and is not a partner to any partnership. Except as set forth in
Section 3.1(b) of the Company Disclosure Schedule, the Company owns all of the
shares of Bank stock, free and clear of any liens or encumbrances.

(c) ENFORCEABILITY. Subject to the required approval of the Merger
by the shareholders of Company, Company has the corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by Company and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of Company. Subject to approval by the Company
shareholders and of government agencies and other governing bodies having
regulatory authority over Company or the Bank as may be required by statute or
regulation, this Agreement constitutes a valid and binding obligation of
Company, enforceable against it in accordance with its terms.

(d) LIMITATION OF BANK'S POWERS. There are no proceedings or actions
pending by any federal or state regulatory body having authority over the Bank
to limit or impair any of the Bank's powers, rights and privileges, to terminate
deposit insurance or to dissolve the Bank.

(e) CORPORATE RECORDS. Company's Articles of Incorporation and
Bylaws, and the Bank's Articles of Association and Bylaws are each unchanged
from the form in which they were delivered to CFBI on or before the date of this
Agreement. The minute books of Company and the Bank contain reasonably complete
and accurate records of all meetings and corporate actions of each of their
respective shareholders and Boards of Directors (including committees of the
Boards of Directors).

(f) INSURED STATUS OF BANK. The Bank is an insured bank under the
provisions of Chapter 16 of Title 12, United States Code Annotated, known as the
"Federal Deposit Insurance Act," and no act or default on the part of the Bank
exists that could reasonably be expected to have a material adverse effect on
its status as an insured bank thereunder. All of the Bank's deposits are
insured by the Bank Insurance Fund of the FDIC. The Bank possesses and is in
substantial compliance with all licenses, franchises, permits and other
governmental authorizations that are legally required to hold its properties or
conduct its business, except where the failure to possess any such licenses,
franchises, permits or other governmental authorizations would not reasonably be
expected to have a material adverse effect on Company.

(g) NO DEFAULT; CREATION OF LIENS. Neither the execution and
delivery of this Agreement, nor the consummation of the Merger will (i) conflict
with, result in the breach of, constitute a default under or accelerate the
performance provided by the terms of (A) any judgment, order or decree of any
court or other governmental agency to which Company or the Bank may be subject,
(B) any of the "Material Contracts," as hereinafter defined, or (C) the Articles
of Incorporation/Association or Bylaws of Company or the Bank, or (ii)
constitute an event that, with the lapse of time or action by a third party,
would result in a default under any of the foregoing or result in the creation
of any lien, charge or encumbrance upon the Company Common Stock or any of the
Bank's capital stock.

(h) FINANCIAL STATEMENTS. The following financial statements of the
Bank and Company (the "Financial Statements") have been delivered to CFBI and
are incorporated by reference herein:

(i) The Consolidated Reports of Condition and Income of the Bank
as of December 31 for each of the years 1994, 1995 and 1996 and the period
ending June 30, 1997; and

(ii) The audited consolidated financial statements of
Company, prepared in the ordinary course of business for each of the
years ended December 31, 1994, 1995 and 1996.

Each of the aforementioned financial statements is, and the Determination Date
Balance Sheet will be (when delivered pursuant to Section 1.4), true and correct
in all material respects, and

together they fairly present, in accordance with generally accepted
accounting principles (applied on a consistent basis except as disclosed in
the footnotes thereto and except that the unaudited financial statements are
subject to any adjustments which might be required as a result of an
examination of independent accountants) the financial position and results of
operation of each of the respective Bank and Company as of the dates and for
the periods therein set forth. To the knowledge of Company, such financial
statements did not, as of the date of the preparation thereof, include any
material assets or omit to state any material liability, absolute or
contingent, the inclusion or omission of which renders such financial
statements, in light of the circumstances in which they were made, misleading
in any material respect. Since December 31, 1996, there has been no material
adverse change in the financial condition, results of operation or business
of the Bank and Company, taken as a whole (other than changes in banking laws
or regulations, changes in generally accepted accounting principles or
interpretations thereof that affect the banking industry generally, or
changes in general economic conditions that affect the banking industry on a
nationwide basis, including changes in the general level of interest rates).

(i) FIDELITY INSURANCE. The Bank is insured under a Banker's Blanket
Bond which is in full force and effect and the Bank has not received notice of
cancellation or non-renewal thereof, or, except as set forth in Section 3.1(i)
of the Company Disclosure Schedule, filed any claim thereunder during the past
five years. There are no unresolved claims.

(j) EMPLOYMENT CONTRACTS. Except as set forth in Section 3.1(j) of
the Company Disclosure Schedule, neither Company nor the Bank is a party to or
bound by any written or oral (i) employment or consulting contract that is not
terminable without penalty by Company or the Bank on 30 days' or less notice or
(ii) any collective bargaining agreement covering employees.

(k) EMPLOYEE BENEFITS. Section 3.1(k) of the Company Disclosure
Schedule lists every employee benefit plan within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which
the Bank or Company maintain or to which the Bank or Company contribute on
behalf of current or former employees of the Bank or Company. All of the plans
and programs listed in Section 3.1(k) of the Company Disclosure Schedule
(hereinafter referred to as the "Plans") are in compliance in all material
respects with all applicable requirements of ERISA and all other applicable
federal and state laws. Each of the Plans that is a defined benefit pension
plan has assets with an aggregate value that exceeds the present value of its
liability for accrued benefits, all as determined on a termination basis. None
of the Plans has engaged in a "prohibited transaction," within the meaning of
Section 4975 of the Code or Section 406 of ERISA, none of the Plans which is
subject to Title IV of ERISA or any trust created thereunder has been
terminated, nor have there been any "reportable events" as that term is defined
in Section 4043 of ERISA with respect to any Plan and none of the Plans has
incurred an accumulated funding deficiency within the meaning of Section 412(a)
of the Code.

(l) LITIGATION. Except as set forth in Section 3.1(l) of the Company
Disclosure Schedule, no claims have been asserted by written notice to Company
and no relief has been sought against Company, the Bank or any of the Plans in
any pending litigation or governmental proceedings or otherwise. Neither
Company nor the Bank is a party to any unsatisfied order, judgment or decree
which is adverse to Company or the Bank, and neither Company nor the

Bank (i) is the subject of any cease and desist order, or other formal or
informal enforcement action by any regulatory authority; or (ii) has made any
commitment to or entered into any agreement with any regulatory authority
that restricts or adversely affects its operations or financial condition.
To the knowledge of Company, there do not exist facts that would reasonably
be expected to give rise to a material claim against Company or the Bank
after the Closing Date.

(m) TAXES. Each of Company and the Bank have filed all federal and
state income tax returns and all other returns with respect to any taxes, either
federal, state or local, which it is required to have filed; said returns have
been correctly and accurately prepared; all taxes reflected thereon have been
paid or adequately accrued for; no notice of any deficiency, assessments or
additions to tax have been received by Company or the Bank; neither Company nor
the Bank has waived any statute of limitations with respect to any taxes
reflected on said returns; and deferred taxes have been properly reflected on
the financial statements. Except as set forth in Section 3.1(m) of the Company
Disclosure Schedule, there are no other taxes of any kind or character for which
either Company or the Bank is or may be liable which are now past due,
delinquent and/or unpaid.

(n) TITLE TO PROPERTY. The Bank has good and marketable title to all
material assets and properties, whether real or personal, that it purports to
own, including without limitation all real and personal assets and properties
reflected in its Consolidated Reports of Condition and Income as of December 31,
1996, or acquired subsequent thereto (except to the extent that such assets and
properties have been disposed of for fair value in the ordinary course of
business since December 31, 1996) subject to no liens, mortgages, security
interests, encumbrances or charges of any kind, except (i) as noted in said
Consolidated Reports or the Schedules thereto; (ii) statutory liens for taxes
not yet delinquent; (iii) security interests granted to secure deposits of funds
by federal, state or other governmental agencies; (iv) minor defects and
irregularities in title and encumbrances that do not materially impair the use
thereof for the purposes for which they are held by the Bank as of the date
hereof; and (v) such liens, mortgages, security interests, encumbrances and
charges that are not in the aggregate material to the assets and properties of
such Bank.

(o) INSURANCE POLICIES. Company has delivered to CFBI true, accurate
and complete copies of all insurance policies of Company and the Bank as of the
date of this Agreement. Each such policy is in full force and effect, with all
premiums due thereon on or prior to the date of this Agreement having been paid
as and when due.

(p) BANK PROPERTY. All buildings, structures, fixtures, and
appurtenances comprising the premises of the Bank are in good condition subject
to ordinary wear and tear. Except for the facts set forth in the Assessment (as
hereinafter defined), Company and the Bank are, and have been at all times, in
substantial compliance with all applicable Environmental Laws (as defined
below), and have not engaged in any activity resulting in a material violation
of any applicable Environmental Law. To the best knowledge of Company, there is
no legal, administrative, or other proceeding, claim, investigation (with
respect to which Company is aware), inquiry, order, hearing or action of any
nature seeking to impose, or that would

reasonably be expected to result in the imposition, on Company or the Bank,
of any liability arising from any violation of or obligation under any local,
state or federal environmental statute, regulation or ordinance including,
without limitation, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("Environmental Laws"), pending or, to
the knowledge of Company, threatened against Company or the Bank; to the
knowledge of Company and except for the facts set forth in the Assessment,
there is no reasonable basis for any such proceeding, claim, investigation,
inquiry, order, hearing or action; and neither Company nor the Bank is
subject to any agreement, order, judgment, or decree by or with court,
governmental authority or third party imposing any such environmental
liability. No claims have been made by any governmental authority or third
party against Company since it was incorporated, or the Bank during the past
ten (10) years relating to damage, contribution, cost recovery, compensation,
loss or inquiry resulting from any violation of or obligation under any
Environmental Laws.

(q) CONDUCT OF BUSINESS. Except for the facts set forth in the
Assessment, the Bank and Company are in compliance in all material respects with
all laws, regulations and orders (including zoning ordinances) applicable to
them and to the conduct of their business, including without limitation, all
statutes, rules and regulations pertaining to the conduct of the Bank's banking
activities (including the exercise of fiduciary and trust powers), except where
the failure to comply would not reasonably be expected to have a material
adverse effect on Company.

(r) LOAN ALLOWANCE AND DOCUMENTATION. Company's consolidated
allowance for losses on loans included in the Financial Statements as of June
30, 1997 was $____________, representing 0.476% of its total consolidated loans
held in portfolio. To the knowledge of the Company, the amount of such
allowance for losses on loans was adequate to absorb reasonably expectable
losses in the loan portfolio of the Bank. To the knowledge of Company, there
are no facts which would cause it to increase the level of such allowance for
losses on loans. The loan portfolio of the Bank as of June 30, 1997 in excess
of such reserves is, to the best knowledge and belief of the executive officers
of the Bank after due inquiry as to potential losses, and based on past loan
loss experience, fully collectible in accordance with the terms of the
documentation relating to the loans in such portfolio. The documentation
relating to loans made by the Bank and relating to all security interests,
mortgages and other liens with respect to all collateral for such loans, taken
as a whole, is adequate for the enforcement of the material terms of such loans
and of the related security interests, mortgages and other liens. The terms of
such loans and of the related security interests, mortgages and other liens
comply in all material respects with all applicable laws, rules and regulations
(including laws, rules and regulations relating to the extension of credit).
There are no loans, leases, other extensions of credit or commitments to extend
credit of the Bank that have been or should in accordance with generally
acceptable accounting principles, have been classified by the Bank as
nonaccrual, as restructured, as 90 days past due, as still accruing and doubtful
of collection or any comparable classification. Company has provided to CFBI
such written information concerning the loan portfolios of the Bank as CFBI has
requested, which information is true, correct and complete in all material
respects.

(s) LEASES AND CONTRACTS. Except as set forth in Section 3.1(s) of
the Company Disclosure Schedule, neither the Bank nor Company is a party to or
bound by any written or oral (i) lease or license with respect to any property,
real or personal, with a value in excess of $20,000, whether as a lessor,
lessee, licensor or licensee; (ii) contract or commitment for capital
expenditures in excess of $20,000 for any one project or $50,000 in the
aggregate; (iii) contract or commitment for total expenses in excess of $20,000
made in the ordinary course of business for the purchase of materials, supplies,
or for the performance of services for a period of more than 180 days from the
date of this Agreement; or (iv) contract or option for the purchase or sale of
any real or personal property other than in the ordinary course of business (all
such agreements, contracts, and commitments collectively are herein referred to
as the "Material Contracts"). The Bank and Company have performed in all
material respects all obligations required to be performed by them to date, and
are not in material default under, and no event has occurred which, with the
lapse of time or action by a third party, could result in a material default
under any of the Material Contracts to which the Bank or Company is a party or
by which the Bank or Company is bound. Each of the Material Contracts is a
valid and legally binding obligation of the Bank and the other party or parties
thereto, subject to (i) all applicable bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights generally, and
(ii) the application of equitable principles if equitable remedies are sought.

(t) SHAREHOLDER LISTS. Company has furnished to CFBI a current
shareholder list as of the date set forth therein that (i) sets forth the record
name and number of shares held by each holder of common stock of Company and
(ii) identifies each shareholder who is an officer or director of the Bank or
Company.

(u) BANK PRINCIPALS. No director or executive officer of Company or
the Bank, nor any holder of ten percent or more of the outstanding capital stock
of Company, nor any affiliate of such person as that term is defined under
12 USC 371(c) ("Bank Principal") (i) is or has during the period subsequent to
December 31, 1995, been a party (other than as a depositor) to any transaction
with the Bank, whether as a borrower or otherwise, which (a) was made other than
in the ordinary course of business; (b) was made on other than substantially the
same terms, including interest rate and collateral, as those prevailing at the
time for comparable transactions for other persons; or (c) involves more than
the normal risk of collectibility or presents other unfavorable features; or
(ii) is a party to any loan or loan commitment, whether written or oral, from
the Bank involving an amount in excess of $10,000. Except as set forth in
Section 3.1(u) of the Company Disclosure Schedule, no Bank Principal holds any
position with any depository organization other than the Bank or Company. For
the purposes of this provision, the term "depository organization" means a
commercial bank (including a private bank), a savings bank, a trust company, a
savings and loan association, a homestead association, a cooperative bank, an
industrial bank, a credit union, or a depository organization holding company.

(v) INFORMATION SUPPLIED. None of the information supplied or to be
supplied by Company or the Bank for inclusion or incorporation by reference in
the "Proxy Statement" (as hereinafter defined) and any amendment or supplement
thereto will, at the date of mailing to the Company stockholders and at the
times of the meeting of stockholders of Company to be held in connection with
the Merger, contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary in order to make the
statements therein not misleading.

(w) AGREEMENTS WITH BANK REGULATORS. Except as set forth in Section
3.1(w) of the Company Disclosure Schedule, neither Company nor the Bank: (i) is
a party to any written agreement or memorandum of understanding with; (ii) is
subject to any order or directive by; (iii) is subject to any extraordinary
supervisory letter from; or (iv) has adopted any board resolutions at the
request of, federal or state governmental entities charged with the supervision
or regulation of Bank or Company or engaged in the insurance of bank deposits
("Bank Regulators"), nor has Company been advised by any Bank Regulators that it
is contemplating issuing or requesting any such order, directive, written
agreement, memorandum of understanding, extraordinary supervisory letter,
commitment letter, board resolutions or similar undertaking.

3.2 REPRESENTATIONS AND WARRANTIES OF CFBI. CFBI represents and warrants
to Company, in all material respects, as of the date of this Agreement (except
as otherwise expressly provided) as follows, except as disclosed on the attached
EXHIBIT 3.2 (the "CFBI Disclosure Schedule") and the schedules thereunder which
are numbered to correspond to the representations set forth below:

(a) CFBI ORGANIZATION. CFBI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
authorized capital stock consisting of ____________ shares of common stock, par
value of $.01 per share, of which _________ shares were issued and outstanding
as of December __, 1997 and __________ shares of preferred stock, of which
_______ shares of ____________ preferred stock, stated value $100.00 per share,
were issued and outstanding as of December, 1997. CFBI has all requisite power,
authority, charters, licenses and franchises necessary or required by law to
carry on the business activity in which it is presently engaged. CFBI is
registered as a corporation under Section 1841 of Title 12, United States Code,
as amended (the "Bank Holding Company Act"). Since such date, (i) no additional
shares of capital stock of CFBI have been issued, except pursuant to the terms
existing on the date hereof of CFBI's stock option and employee stock purchase
plans and other similar employee benefit plans (the "CFBI Stock Plans") and (ii)
no options or other rights to acquire shares of CFBI's capital stock have been
granted (other than an aggregate of ___________ options to acquire CFBI Common
Stock granted pursuant to the terms existing on the date hereof of CFBI's Stock
Plans). CFBI has no outstanding bonds, debentures, notes or other obligations
the holders of which have the right to vote (or which are convertible into or
exercisable for securities having the right to vote) with the stockholders of
CFBI on any matter (other than __________________). All issued and outstanding
shares of Company Common Stock are duly authorized, validly issued, fully paid,
nonassessable and free of preemptive rights. There are not at the date of this
Agreement any existing options, warrants, calls, subscriptions, convertible
securities, or other rights, agreements or commitments which obligate CFBI or
any of the CFBI Subsidiaries to issue, transfer or sell any shares of capital
stock of CFBI or any of the CFBI Subsidiaries (other than under the CFBI Stock
Plans).

(b) SUBSIDIARIES. CFBI owns directly or indirectly each of the
outstanding shares of capital stock (or other ownership interests having by
their terms ordinary voting power to elect a majority of directors or others
performing similar functions with respect to such CFBI Subsidiary) of each of
the CFBI Subsidiaries. Each of the outstanding shares of capital stock of each
of the CFBI Subsidiaries is duly authorized, validly issued, fully paid and
nonassessable, and is owned directly or indirectly, by CFBI. Each of the
outstanding shares of capital stock of each subsidiary of CFBI is owned,
directly or indirectly, by CFBI free and clear of all liens, pledges, security
interests, claims or other encumbrances other than liens imposed by local law
which are not material.

(c) REQUIRED FILINGS AND CONSENTS. The execution and delivery of
this Agreement by CFBI does not, and the performance of this Agreement and the
consummation of the transactions contemplated hereby will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental entity, except (i) for (A) applicable requirements, if any,
of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover laws,
(B) the pre-merger notification requirements of the HSR Act, (C) applicable
approvals of the Federal Reserve Bank pursuant to the Bank Holding Company Act
of 1956, as amended, (D) filing and recordation of appropriate merger and
similar documents as required by Delaware law and Colorado law, (E) applicable
requirements, if any, of the Code and state, local and foreign tax laws, and
(ii) where failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or delay
consummation of any of the transactions contemplated hereby in any material
respect, or otherwise prevent CFBI from performing its obligations under this
Agreement in any material respect, and would not, individually or in the
aggregate, have a material adverse effect on the business, results of operations
or financial condition of CFBI.

(d) COMPLIANCE. Neither CFBI nor any CFBI subsidiary is in conflict
with, or in default or violation of, (i) any law, rule, regulation, order,
judgment or decree applicable to CFBI or any CFBI subsidiary or by which any
property or asset of CFBI or any CFBI subsidiary is bound or affected, or (ii)
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which CFBI or any CFBI
subsidiary is a party or by which CFBI or any CFBI subsidiary or any property or
asset of CFBI or any CFBI subsidiary is bound or affected, in each case except
for any such conflicts, defaults or violations that would not, individually or
in the aggregate, have a material adverse effect on the business, results of
operations or financial condition of CFBI. CFBI and its subsidiaries have
obtained all licenses, permits and other authorizations and have taken all
actions required by applicable law or governmental regulations in connection
with their business as now conducted, where the failure to obtain any such item
or to take any such action would have, individually or in the aggregate, a
material adverse effect on the business, results of operations or financial
condition of CFBI.

(e) REPORTS. Since September 30, 1994, CFBI and the
CFBI Subsidiaries have filed all forms, reports, registration statements, and
documents together with any required amendments thereto, that they were required
to file with (i) the Securities and Exchange Commission ("SEC"), including, but
not limited to, Forms 10-K, Forms 10-Q and proxy

statements, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the
Comptroller and (v) any applicable state securities or banking authorities.
All such reports and statements filed with any such regulatory body or
authority are collectively referred to herein as the "CFBI Reports." As of
their respective dates, the CFBI Reports complied or will comply in all
material respects with all the rules and regulations promulgated by the SEC,
the Federal Reserve Board, the FDIC, the Comptroller and any applicable state
securities or banking authorities, as the case may be, and did not, or will
not, contain any untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. CFBI has timely filed with the SEC all reports, statements
and forms required to be filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").

Each of the consolidated balance sheets included in or incorporated by
reference into the CFBI Reports (including the related notes and schedules)
fairly presents the consolidated financial position of CFBI and CFBI
Subsidiaries as of its date, and each of the consolidated statetments of
income, retained earnings and cash flows included in or incorporated by
reference into the CFBI Reports (including any related notes and schedules)
fairly presents the results of operations, retained earnings or cash flows,
as the case may be, of CFBI and the CFBI Subsidiaries for the periods set
forth therein (subject, in the case of unaudited statements, to normal
year-end audit adjustments which would not be material in amount or effect),
in each case in accordance with generally accepted accounting principles
consistently applied during the periods involved, except as may be noted
therein. Neither CFBI nor any of the CFBI Subsidiaries has any liabilities
or obligations of any nature (whether accrued, absolute, contingent or
otherwise), that would be required to be reflected on, or reserved against
in, a balance sheet of CFBI or in the notes thereto, prepared in accordance
with generally accepted accounting principles consistently applied, except
for (i) liabilities and obligations that were reserved on or reflected in
(including the notes to), the consolidated balance sheet of CFBI as of
September 30, 1997, (ii) liabilities arising in the ordinary course of
business since September 30, 1997, (iii) liabilities or obligations which
would not, individually or in the aggregate, have a material adverse effect
on the business, results of operations or financial condition of CFBI.

(f) LITIGATION. There are no actions, suits or proceedings
pending against CFBI or the CFBI Subsidiaries or, to the actual knowledge of
the executive officers of CFBI, threatened against CFBI or the CFBI
Subsidiaries, at law or in equity, or before or by any federal or state
commission, board, bureau, agency or instrumentality, that are reasonably
likely to have a material adverse effect on the business, results of
operation or financial condition of CFBI.

(g) ABSENCE OF CERTAIN CHANGES. Except as specifically
contemplated by this Agreement, since December 31, 1996, there has not been
(i) any material adverse effect to the business, results of operations or
financial condition of CFBI; (ii) any declaration, setting aside or payment
of any dividend or other distribution with respect to its capital stock
(other than regular quarterly cash dividends including any increase thereof
consistent with past practice), or (iii) any material change in its
accounting principles, practices or methods.

(h) TAXES. Each of CFBI and the CFBI Subsidiaries has filed all
material tax returns and reports required to be filed by it, or requests for
extensions to file such returns or reports have been timely filed and granted
and have not expired, and all tax returns and reports are complete and
accurate in all respects, except to the extent that such failures to file,
have extensions granted that remain in effect or be complete and accurate in
all respects, as applicable, individually or in the aggregate, would not have
a material adverse effect on the business results of operations or financial
condition of CFBI. CFBI and each of the CFBI Subsidiaries has paid (or CFBI
has paid on its behalf) all taxes shown as due on such tax returns and
reports. The most recent financial statements contained in the CFBI Reports
reflect an adequate reserve for all taxes payable by CFBI and the CFBI
Subsidiaries for all taxable periods and portions thereof accrued through the
date of such financial statements, and no deficiencies for any taxes have
been proposed, asserted or assessed against CFBI or any CFBI Subsidiary that
are not adequately reserved for, except for inadequately reserved taxes and
inadequately reserved deficiencies that would not, individually, or in the
aggregate, have a material adverse effect to the business, results of
operations or financial condition of CFBI. No requests for waivers of the
time to assess any taxes against CFBI or any CFBI Subsidiary have been
granted or are pending, except for requests with respect to such taxes that
have been adequately reserved for in the most recent financial statements
contained in the CFBI Reports, or, to the extent not adequately reserved, the
assessment of which would not, individually or in the aggregate, have a
material adverse effect to the business, results of operations or financial
condition of CFBI.

(i) EMPLOYEE BENEFIT PLANS. Except as described in the CFBI
Reports or as would not have a material adverse effect to the business,
results of operations or financial condition of CFBI, (i) all employee
benefit plans or programs maintained for the benefit of the current or former
employees or directors of CFBI or any CFBI Subsidiary that are sponsored,
maintained or contributed to by CFBI or any CFBI Subsidiary, or with respect
to which CFBI or any CFBI Subsidiary has any liability, including without
limitation any such plan that is an "employee benefit plan" as defined in
Section 3(3) of ERISA, are in compliance with all applicable requirements of
law, including ERISA and the Code, and (ii) neither CFBI nor any CFBI
Subsidiary has any liabilities or obligations with respect to any such
employee benefit plans or programs, whether accrued, contingent or otherwise,
nor to the knowledge of the executive officers of CFBI are any such
liabilities or obligations expected to be incurred. Except as disclosed in
the CFBI Reports, the execution of, and performance of the transactions
contemplated in, this Agreement will not (either alone or upon the occurrence
of any additional or subsequent events) constitute an event under any such
benefit plan, policy, arrangement or agreement or any trust or loan that will
or may result in any distribution, increase in benefits or obligation to fund
benefits with respect to any employee.

(j) LABOR MATTERS. There is no labor strike, labor dispute, work
slowdown, stoppage or lockout actually pending, or to the knowledge of the
executive officers of CFBI, threatened against or affecting CFBI or any CFBI
Subsidiary, except as would not, individually or in the aggregate, have a
material adverse effect on the business, results of operations or financial
condition of CFBI. There is no unfair labor practice or labor arbitration
proceeding pending or, to the knowledge of the executive offices of CFBI,
threatened against CFBI or its

Subsidiaries relating to their business, except for any such proceeding which
would not have a material adverse effect on the business, results of
operations or financial condition of CFBI.

(k) NO BROKERS. CFBI has not entered into any contract,
arrangement or understanding with any person or firm which may result in the
obligation of the Company or CFBI to pay any finder's fee, brokerage or
agent's commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby. Other than the foregoing arrangements,
CFBI is not aware of any claim for payment by CFBI of any finder's fees,
brokerage or agent's commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby.

(l) ENFORCEABILITY. The execution, delivery and performance of
this Agreement by CFBI and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of CFBI. Subject
to approval by the government agencies and other governing bodies having
regulatory authority over CFBI as may be required by statute or regulation,
this Agreement constitutes a valid and binding obligation of CFBI,
enforceable against it in accordance with its terms. This Agreement does not
require the approval of CFBI shareholders.

(m) NO DEFAULT; CREATION OF LIENS. Neither the execution and
delivery of this Agreement nor the consummation of the transaction
contemplated hereby will conflict with, result in the breach of, constitute a
default under or accelerate the performance provided by the terms of any
judgment, order or decree of any court or other governmental agency to which
CFBI may be subject, or any contract, agreement or instrument to which CFBI
is a party or by which CFBI is bound or committed, or the Articles of
Incorporation or Bylaws of CFBI, or constitute an event that, with the lapse
of time or action by a third party, could result in a default under any of
the foregoing or result in the creation of any lien, charge or encumbrance
upon the CFBI Common Stock.

(n) INFORMATION SUPPLIED. None of the information supplied or to
be supplied by CFBI for inclusion or incorporation by reference in the
Prospectus (as hereinafter defined) or the Proxy Statement and any amendment
or supplement thereto will, at the date of mailing to Company stockholders
and at the times of the meeting of stockholders of Company to be held in
connection with the Merger, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading.

(o) INSURED STATUS OF CFBI SUBSIDIARY BANKS. The CFBI Subsidiary
Banks are each insured banks under the provisions of Chapter 16 of Title 12,
United States Code Annotated, known as the "Federal Deposit Insurance Act,"
and no act or default on the part of any of the CFBI Subsidiary Banks exists
that could reasonably be expected to have a material adverse effect on its
status as an insured bank thereunder. All of the CFBI Subsidiary Banks'
deposits are insured by the Bank Insurance Fund or the Savings Association
Insurance Fund of the FDIC. The CFBI Subsidiary Banks possess and are in
substantial compliance with all

licenses, franchises, permits and other governmental authorizations that are
legally required to hold its properties or conduct its business, except where
the failure to possess any such licenses, franchises, permits or other
governmental authorizations would not reasonably be expected to have a
material adverse effect on CFBI.

(p) NO DEFAULT; CREATION OF LIENS. Neither the execution and
delivery of this Agreement, nor the consummation of the Merger will
(i) conflict with, result in the breach of, constitute a default under or
accelerate the performance provided by the terms of (A) any judgment, order
or decree of any court or other governmental agency to which CFBI may be
subject, (B) any of its material contracts, or (C) the Certificate of
Incorporation/Articles of Association or Bylaws of CFBI or the CFBI
Subsidiary Banks, or (ii) constitute an event that, with the lapse of time or
action by a third party, would result in a default under any of the foregoing
or result in the creation of any lien, charge or encumbrance upon the CFBI
Common Stock.

ARTICLE 4

COVENANTS OF COMPANY AND CFBI

4.1 COVENANTS OF COMPANY. During the period from the date of this
Agreement and continuing until the Effective Time, Company agrees as follows:

(a) ORDINARY COURSE. Except as otherwise required under this
Agreement or by CFBI, Company and the Bank shall carry on their respective
businesses in the usual, regular and ordinary course in substantially the
same manner as heretofore conducted and use all reasonable efforts to
preserve intact their present business organizations and names, maintain
their rights and franchises and preserve their relationships with customers,
suppliers and others having business dealings with them to the end that their
goodwill and ongoing businesses shall not be impaired in any material
respect. Company shall not, nor shall it permit the Bank to (i) enter into
any new material line of business, (ii) increase or decrease the current
number of the directors of Company and the Bank, (iii) change its or the
Bank's lending, investment, liability management or other material banking
policies in any respect that is material to such party; or (iv) incur or
commit to any capital expenditures (or any obligations or liabilities in
connection therewith) other than capital expenditures (and obligations or
liabilities in connection therewith) incurred or committed to in the ordinary
course of business consistent with past practices.

(b) SHAREHOLDER MEETING. Company will cause to be duly called,
and will cause to be held not later than sixty (60) days of the date hereof,
a meeting of its shareholders and will direct that this Agreement be
submitted to a vote at such meeting. Company will (i) cause proper notice of
such meeting to be given to its shareholders in compliance with the Colorado
Act and other applicable laws and regulations; (ii) recommend by the
affirmative vote of a majority of the Board of Directors a vote in favor of
approval of this Agreement; and (iii) use its best efforts to solicit from
its shareholders proxies in favor thereof.

(c) PROXY STATEMENT. Company will promptly prepare the Proxy
Statement (including financial statements, prepared in accordance with
generally accepted accounting principles, in form suitable for inclusion in
the Proxy Statement), and will provide all information requested by CFBI in
connection with any statement or application made by CFBI to any governmental
body in connection with the Merger. Company agrees promptly to advise CFBI
if at any time prior to the Effective Date of the Merger, any information
provided by or on behalf of Company becomes incorrect or incomplete in any
material respect and to provide the information needed to correct such
inaccuracy or omission.

(d) CONFIDENTIAL INFORMATION. Company will hold in confidence all
documents and nonpublic information concerning CFBI and its subsidiaries
furnished to Company and its representatives in connection with the Merger
and will not release or disclose such information to any other person, except
as required by law and except to Company's outside professional advisers in
connection with this Agreement, with the same undertaking from such
professional advisers. If the Merger contemplated by this Agreement shall
not be consummated, such confidence shall be maintained and such information
shall not be used in competition with CFBI (except to the extent that such
information can be shown to be previously known to Company, in the public
domain, or later acquired by Company from other legitimate sources) and, upon
request, all such documents, any copies thereof and extracts therefrom shall
immediately thereafter be returned to CFBI.

(e) BENEFIT PLANS. Company and the Bank will, to the extent
legally permissible, take all action necessary or required (i) to terminate
or amend, if requested by CFBI and at CFBI's cost, all qualified pension and
welfare benefit plans and all non-qualified benefit plans and compensation
arrangements as of the Effective Time; (ii) to amend the Plans to comply with
the provisions of the Tax Reform Act of 1986, as amended, and regulations
thereunder and other applicable law as of the Effective Time; and (iii) to
submit application to the Internal Revenue Service for a favorable
determination letter for each of the Plans which is subject to the
qualification requirements of Section 401(a) of the Code prior to the
Effective Time.

Except as set forth in Section 3.1(k) of the Company Disclosure
Schedule, and except as otherwise required pursuant to this Section 4.1(e),
Company agrees as to itself and the Bank that it will not, without the prior
written consent of CFBI, (i) enter into, adopt, amend (except as may be
required by law) or terminate any Plan, as the case may be, or any other
employee benefit plan or any agreement, arrangement, plan or policy between
Company or any of the Bank and one or more of its directors or officers;
provided, however, that Company or the Bank may amend any of the Plans to
reduce or eliminate a requirement of mandatory periodic contributions
provided that if any of the Plans do not have assets with an aggregate value
that exceeds the present value of its liability for accrued benefits, all as
determined on a termination basis, then Company shall accrue on its
Determination Date Financial Statements the amount by which any of the Plans
are underfunded; (ii) except for normal increases in the ordinary course of
business consistent with past practice that in the aggregate do not result in
aggregate annual base compensation expense to Company in excess of 105% of
that in effect as of December 31, 1997, increase in any manner the
compensation of any director, officer, or employee, or pay any benefit not
required by any plan and arrangement as in effect as of the date hereof
(including, without

limitation, the granting of stock options, stock appreciation rights,
restricted stock, restricted stock units or performance units or shares) or
enter into any contract, agreement, commitment or arrangement to do any of
the foregoing; or (iii) enter into or renew any contract, agreement,
commitment or arrangement providing for the payment to any director, officer
or employee of Company or the Bank of compensation or benefits contingent, or
the terms of which are materially altered, upon the occurrence of the Merger.

(f) NO SOLICITATIONS. Company shall not permit the Bank to, nor
shall it authorize or permit any of its officers, directors or employees or
any investment banker, financial advisor, attorney, accountant or other
representative or agent retained by it or the Bank to solicit, or take any
other action to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any takeover proposal
(as defined below), or agree or endorse any takeover proposal, or participate
in any discussions or negotiations, or provide third parties with any
nonpublic information, relating to any such inquiry or proposal. Company
shall promptly advise CFBI orally and in writing of any such inquiries or
proposals, including all of the material terms thereof. As used in this
Agreement, "takeover proposal" shall mean any tender or exchange offer,
proposal for a merger, consolidation or other business combination involving
Company or any proposal or offer to acquire in any manner a substantial
equity interest in, or a substantial portion of the assets of Company other
than the transactions contemplated or permitted by this Agreement.

(g) NO ACQUISITIONS. Other than (i) acquisitions described in
Section 4.1(g) of the Company Disclosure Schedule, or (ii) acquisitions which
may be mutually agreed to by the parties, Company shall not, nor shall permit
Company or the Bank to, acquire or agree to acquire, by merging or
consolidating with, or by purchasing a substantial equity interest in or a
substantial portion of the assets of, or by any other manner, any business or
any corporation, partnership, association or division thereof or otherwise
acquire or agree to acquire any substantial amount of assets in each case;
PROVIDED, however, that the foregoing shall not prohibit (i) internal
reorganizations, consolidations or dissolutions involving only the Bank as
permitted or directed by this Agreement, (ii) foreclosures and other
acquisitions related to previously contracted debt, in each case in the
ordinary course of business, or (iii) acquisitions of Company assets in each
case in the ordinary course of business.

(h) INSURANCE. Company and the Bank shall maintain the insurance
coverage (or coverage of a like kind and amount) referenced in Section 3.1(o)
through the Effective Time.

(i) POOLING RESTRICTIONS. From and after the date of this
Agreement, neither Company, the Bank nor CFBI shall take any action which,
with respect to Company, would disqualify the Merger as a "pooling of
interests" for accounting purposes.

(j) FINANCIAL STATEMENTS. Company shall have prepared, filed and
submitted to CFBI all quarterly and management prepared financial statements
for any periods ending at least 30 days before the Closing Date.

(k) ADDITIONAL COVENANTS OF COMPANY. From the date of this
Agreement to the Closing Date or the earlier termination of this Agreement,
Company, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF CFBI (except as otherwise
specifically provided in clauses (xiv) and (xv) of this Section 4.1(k)), or
as specifically required under the Agreement, shall not, nor shall it allow
the Bank to:

(i) Except as set forth in Section 4.1(k) of the Company
Disclosure Schedule, issue, sell or commit to issue or sell any shares
of capital stock of Company or the Bank, securities convertible into
or exchangeable for capital stock of Company or the Bank, warrants,
options or other rights to acquire such stock, or enter into any
agreement with respect to the foregoing other than issuance by the
Bank of capital stock to Company;

(ii) Redeem, purchase or otherwise acquire directly or
indirectly, any shares of capital stock of Company or the Bank or any
securities convertible or exercisable for any shares of capital stock
of Company or the Bank;

(iii) Split, combine or reclassify any of capital stock of
Company or the Bank or issue or authorize or propose the issuance of
any other securities in respect of, in lieu of, or in substitution for
shares of capital stock of Company or the Bank;

(iv) Borrow, assume, guarantee, endorse or otherwise as an
accommodation become responsible for the obligations of any other
individual, corporation or other entity, any material amount;

(v) Other than in the ordinary course of business, discharge
or satisfy any material lien or encumbrance on the properties or
assets of the Bank or pay any material liability;

(vi) Mortgage, pledge or subject to any lien or other
encumbrance any of its assets, except (A) in the ordinary course of
business, (B) liens and encumbrances for current property taxes not
yet due and payable, and (C) liens and encumbrances which do not
materially affect the value or interfere with the current use or
ability to convey the property subject thereto or affected thereby;

(vii) Sell, assign or transfer any tangible or intangible assets
with a book value greater than $10,000, except in the ordinary course
of business;

(viii) Enter into any individual employment, agency or other
contract or arrangement for the performance of personal services for
an amount in excess of $10,000 (except for service agreements in the
ordinary course of business);

(ix) Amend the Bank' or Company's Articles of Association,
Articles of Incorporation, Bylaws or other governing documents;

(x) Cancel any material debt or claim or waive any right of
material value, except in the ordinary course of business;

(xi) Repurchase or enter into any agreement to repurchase all or
any portion of any loan previously participated to any other financial
institution other than loans repurchased in compliance with all
applicable laws and regulations ;

(xii) Originate any loan which is thereafter participated to
another financial institution providing for payment upon default on
any basis other than pro rata;

(xiii) Make or commit to make any further advances on any loan
which is either in default or classified, whether such classification
is a result of a federal or state bank regulatory examination or
internal classification of substandard or lower by Bank's officers or
directors, unless the Bank is under a legal obligation to do so;

(xiv) (A) make, or agree to make, any fully secured loan or
increase any existing fully secured loan for an amount in excess of
$500,000, to any one borrower, unless said loan is made pursuant to a
properly documented and legally enforceable commitment of the Bank to
the borrower made prior to the date of this Agreement; (B) make, or
agree to make, any unsecured loan or increase any unsecured loan by
$50,000 or more, unless said loan is made pursuant to a properly
documented and legally enforceable commitment of the Bank to the
borrower made prior to the date of this Agreement; (C) make, or agree
to make any new loan or advance on any existing loan, except in
material conformity with the Bank's current loan policies; or (D) make
any change with respect to the terms of any existing loan, except in
the ordinary course of business (the provisions of parts A and B of
this section shall not apply to renewals of existing loans, advances
under existing loans or increases to existing loans for an amount
below the applicable limit set forth in parts A and B); PROVIDED,
HOWEVER, for any loan requiring CFB's approval, CFB shall provide its
decision within two (2) business days of receipt of request,
accompanied by appropriate information for evaluation of the loan
request, and the loan shall be deemed approved if CFB fails to
disapprove within such two (2) business day period of review.

(xv) Make or agree to make any loan to any Bank Principal or any
person, corporation or entity in violation of any state or federal law
or regulation;

(xvi) Incur any obligation or liability with respect to capital
expenditures which exceeds $10,000 for any single matter or $50,000 in
the aggregate, except for capital expenditures described in
Section 3.1(s) of the Company Disclosure Schedule;

(xvii) Fail to timely pay and discharge all federal and state
taxes and other accounts payable for which it is liable, provided,
that the Bank may deposit an amount equal to any such taxes, in lieu
of the payment thereof, into a reserve

account, determined consistently with prior practices, from which such
taxes will be paid when and to the extent they are found to be
properly due and payable;

(xviii) Pay or commit to pay any additional salary or other
compensation to any of the Bank's officers, directors or employees;

(xix) Except as otherwise required pursuant to Section 4.1(e),
enter into, adopt, amend (except as may be required by law), terminate
or make or grant any increase above current funding levels in any of
the Plans (other than normal premium increases on current health care
insurance) or arrangement;

(xx) Purchase or sell any bonds or other investment securities
without prior written consent of CFBI or make or agree to make any
investment in violation of any federal law or regulation except that
the Bank may purchase U.S. Treasury or Agencies securities with
maturity dates of twenty-four (24) months or less;

(xxi) Fail to charge and pay interest rates on loans and
deposits, respectively, not materially consistent with practices in
the Bank's marketplace;

(xxii) Fail to use its reasonable best efforts to comply with any
law, rule, regulation or order applicable to the Bank and/or Company
if such failure would have a material adverse effect upon Company;

(xxiii) Fail to make all appropriate and required transfers to
the Bank's loan loss reserves based upon existing policies of the Bank
or at the request of any regulatory agency or, in any event, fail to
have a loan loss reserve at closing of at least equal to 0.476% of
total loans;

(xxiv) Change any accounting methods, practices or procedures
with respect to the accumulation and presentation of financial
information, except as directed by applicable law or regulation or to
conform with accounting standards;

(xxv) Declare or pay any dividends or distributions with respect
to its stock (i) after the Determination Date or (ii) which would have
the effect of reducing the book value of the Company as of the Closing
Date to less than $5,214,000; or

(xxvi) Fail to use its reasonable best efforts to obtain the
consent or approval of each person (other than the government
authorities referred to in Section 6.1(c)) whose consent or approval
is required in order to permit a succession by the Surviving
Corporation pursuant to the Merger to any obligation, right or
interest of Company or the Bank under any loan or credit agreement,
note, mortgage, indenture, lease, license or other agreement or
instrument.

4.2 COVENANTS OF CFBI. During the period from the date of this
Agreement and continuing until the Effective Time, CFBI agrees as follows:

(a) ORDINARY COURSE. Except as set forth in Section 4.2(a) of the
CFBI Disclosure Schedule, CFBI shall carry on its business in the usual,
regular and ordinary course in substantially the same manner as heretofore
conducted.

(b) APPLICATION. Subject to the required cooperation of Company
and its affiliates, CFBI shall use its reasonable best efforts to prepare and
submit within thirty (30) days of the date hereof an application to the
Federal Reserve Bank of Minneapolis for prior approval pursuant to
Section 3(a)(5) of the Bank Holding Company Act of 1956, as amended, of the
proposed transaction, and to prosecute all required federal and state
applications.

(c) COOPERATION. CFBI will furnish to Company copies of the
Prospectus to be sent to the shareholders of Company. CFBI agrees promptly
to advise Company if at any time prior to the Effective Date of the Merger,
any information provided by CFBI in the Prospectus becomes incorrect or
incomplete in any material respect and to provide the information needed to
correct such inaccuracy or omission. At the time of mailing thereof to the
Company shareholders, at the time of the Company shareholders' meeting
referred to in Section 4.1(b) hereof and at the Effective Time of the Merger,
the Prospectus will not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements contained
therein, in light of the circumstances under which they are made, not
misleading or omit to state a material fact necessary to correct any
statement in any earlier communication with respect to the solicitation of
any proxy for the Company shareholders' meeting.

(d) LISTING. CFBI will file all documents required to be filed to
obtain approval for listing the CFBI Common Stock to be issued pursuant to
the Merger on the Nasdaq National Market and use its best efforts to effect
said listing.

(e) SHARES TO BE ISSUED. The shares of CFBI Common Stock to be
issued by CFBI to the shareholders of Company pursuant to this Agreement
will, upon such issuance and delivery to said shareholders pursuant to the
Agreement, be duly authorized, validly issued, fully paid and nonassessable.
The shares of CFBI Common Stock to be delivered to the shareholders of
Company pursuant to this Agreement are and will be free of any preemptive
rights of the stockholders of CFBI.

(f) BLUE SKY. CFBI will file all documents required to obtain
prior to the Effective Time of the Merger all necessary Blue Sky permits and
approvals, if any, required to carry out the transactions contemplated by
this Agreement, will pay all expenses incident thereto and will use its best
efforts to obtain such permits and approvals.

(g) CONFIDENTIAL INFORMATION. CFBI will hold in confidence all
documents and information concerning Company and the Bank furnished to it and
its representatives in connection with the transactions contemplated by this
Agreement and will not release or disclose such information to any other
person, except as required by law and except to its outside professional
advisers in connection with this Agreement, with the same undertaking from
such professional advisers. If the transactions contemplated by this
Agreement shall not be consummated, such confidence shall be maintained and
such information shall not be used in

competition with Company (except to the extent that such information can be
shown to be previously known to CFBI, in the public domain, or later acquired
by CFBI from other legitimate sources) and, upon request, all such documents,
copies thereof or extracts therefrom shall immediately thereafter be returned
to Company.

4.3 COVENANTS OF COMPANY AND CFBI. During the period from the date of
this Agreement and continuing until the Effective Time, Company and CFBI
agree as to themselves and their subsidiaries that, except as expressly
contemplated or permitted by this Agreement, or to the extent that the
parties shall otherwise consent in writing:

(a) OTHER ACTIONS. Unless such action is required by law or sound
banking practice, no party knowingly and intentionally shall, or shall permit
any of its Subsidiaries to, take any action that (i) is intended to result in
any of its representations and warranties set forth in this Agreement being
or becoming untrue in any material respect, or in any of the conditions to
the Merger set forth in Article VI not being satisfied or in a violation of
any provision of this Agreement, or (ii) would adversely affect the ability
of any of them to obtain any of the Requisite Regulatory Approvals (as
defined in Section 6.1(c)) without imposition of a condition or restriction
of the type referred to in Section 6.1(f) hereof except, in every case, as
may be required by applicable law or this Agreement.

(b) ADVICE OF CHANGES; GOVERNMENT FILINGS. Each party shall
promptly advise the other orally and in writing of any change or event
constituting a material breach of any of the representations, warranties or
covenants of such party contained herein. CFBI shall file all reports
required to be filed by it with the SEC between the date of this Agreement
and the Effective Time and shall deliver to Company copies of all such
reports promptly after the same are filed. CFBI, Company and each subsidiary
of CFBI or Company that is a bank shall file all Call Reports with the
appropriate Bank Regulators and all other reports, applications and other
documents required to be filed with the appropriate Bank Regulators between
the date hereof and the Closing Date and shall make available to the other
party copies of all such reports promptly after the same are filed.

(c) TITLE OF PROPERTY. Company agrees to deliver to CFBI (at
Company's expense) within thirty (30) days of the date hereof, a title
insurance commitment for all real property owned by Company or the Bank in
the State of Colorado (including property held as OREO) (the "Title
Commitment") CFBI shall have thirty (30) days after receipt by CFBI's counsel
of said Title Commitment within which to notify Company, in writing, of
CFBI's objection to any exceptions (other than any exception of the type
described in Section 3.1(n)(i) through (iv)) to the title shown in said Title
Commitment. In the event of any such objection, then Company shall have
thirty (30) days from the date of such objection within which to attempt to
eliminate such objected to exceptions to title from the Title Commitment. In
the event such objected to exceptions are not eliminated or satisfied to the
reasonable satisfaction of CFBI, CFBI may terminate this Agreement pursuant
to Section 7.1 hereof and such termination shall be the sole and exclusive
remedy for the failure to eliminate or satisfy such exceptions.

(d) ENVIRONMENTAL ASSESSMENT. Company shall engage at its expense
an independent, qualified environmental engineering firm, acceptable to CFBI
for the purpose of conducting (or updating, as the case may be) Phase I
Hazardous Waste Assessments (the "Assessment") of all real properties owned
or controlled by the Bank. The Assessment shall satisfy ASTM's E-1527
Standard Practice and shall include a record review of publicly available
federal, state and local sources of environmental records. The Assessment
shall be completed within thirty (30) days after the date hereof. CFBI shall
have a period of thirty (30) days from the date of receipt of such Assessment
to review such Assessment and give written notice to Company stating either
that (i) such Assessment is approved by CFBI or (ii) such Assessment is not
approved by CFBI and the reasons therefor.

If CFBI gives a notice pursuant to (ii) above which sets forth specific
objections to the Assessment, then CFBI may, at its option, terminate this
Agreement as of the date which is sixty (60) days after the date of such
notice unless during such sixty (60) day period Company corrects or satisfies
such objections, or indemnifies CFBI against loss, liability or expense, to
the reasonable satisfaction of CFBI.

ARTICLE 5

ADDITIONAL AGREEMENTS

5.1 REGULATORY MATTERS.

(a) The parties hereto shall cooperate with each other and use
their reasonable best efforts to promptly prepare and file all necessary
documentation, to effect all necessary applications, notices, petitions,
filings and other documents, and to obtain as promptly as practicable all
necessary permits, consents, and authorizations of all governmental entities
necessary to consummate the Merger ("Requisite Regulatory Approvals").
Company and CFBI shall have the right to review in advance, and to the extent
practicable each will consult the other on, subject to applicable laws
relating to the exchange of information, all the information relating to
Company or CFBI, as the case may be, and any of their respective
subsidiaries, which appear in any filing made with, or written materials
submitted to any governmental entity in connection with the Merger. In
exercising the foregoing right, each of the parties hereto shall act
reasonably and as promptly as practicable.

(b) Company and CFBI shall promptly furnish each other with copies
of written communications received by Company or CFBI, as the case may be, or
any of their respective Subsidiaries, Affiliates or Associates (as such items
are defined in Rule 12b-2 under the Exchange Act as in effect on the date
hereof) from, or delivered by any of the foregoing to, any governmental
entity in respect of the Merger.

5.2 ACCESS TO INFORMATION. Upon reasonable notice and subject to
applicable laws relating to the exchange of information, Company and CFBI
shall each (and cause each of its subsidiaries to) afford to the officers,
employees, accountants, counsel and other representatives of CFBI, access
during normal business hours during the period prior to the Effective Time,
to all

its properties, books, contracts, commitments and records for the purpose of
updating any review of such items performed prior to the date of this
Agreement and, during such period, Company and CFBI shall (and shall cause
each of its subsidiaries to) make available to the other: (a) a copy of each
report, schedule, registration statement and other document filed or received
by it during such period pursuant to the requirements of federal or state
securities laws or federal or state banking laws (other than reports or
documents which either party is not permitted to disclose under applicable
law); and (b) all other information concerning its business, properties and
personnel as either party may reasonably request. It is the intention of the
parties that CFBI shall conduct an examination of Company and the Bank prior
to the Closing Date in order to confirm compliance with the representations,
warranties and covenants set forth in this Agreement. No investigation by
either party shall affect the representations and warranties set forth herein.

5.3 AFFILIATES. Each of Company and CFBI shall use its reasonable best
efforts to cause each director, executive officer and other person who is an
"affiliate" (for purposes of Rule 145 under the Securities Act) of Company or
CFBI to deliver to the other party hereto, as soon as practicable after the
date hereof, and at least 32 days prior to the Closing Date, a written
agreement substantially in the form of EXHIBIT 5.3.

5.4 EMPLOYEE BENEFIT PLANS. Each person who is an employee of the Bank
as of the Effective Time ("Bank Employees") shall be participants in the
employee welfare plans, and shall be eligible for participation in the
pension plans of CFBI, as in effect from time to time, subject to any
eligibility requirements (with full credit for years of past service to any
of the Bank, or to any predecessor-in-interest of the Bank to the extent such
service is presently given credit under the Plans of the Bank described in
Section 3.1(k) hereof, for the purpose of satisfying any eligibility and
vesting periods) applicable to such plans (but not subject to any
pre-existing condition exclusions) and shall enter each welfare plan
immediately after the Effective Time and shall enter each pension plan not
later than the first day of the calendar year which begins at least 32 days
after the Effective Time. For the purpose of determining each Bank
Employee's benefit for the year in which the Merger occurs under the CFBI
vacation program, vacation taken by a Bank Employee in the year in which the
Merger occurs will be deducted from the total CFBI benefit. Each Bank
Employee shall be eligible for participation, as a new employee with the
credit for past service described above, in the CFBI Plans under the terms
thereof. CFBI shall cause the Bank to approve and adopt the severance plans
described in EXHIBIT 5.4 attached hereto.

5.5 EXPENSES. Except as otherwise stated herein, whether or not the
Merger is consummated, all costs and expenses incurred in connection with
this Agreement, and the transactions contemplated hereby shall be paid by the
party incurring such expense, except as may be permitted by Section 7.2. The
expenses (including but not limited to legal, accounting and investment
banker fees) incurred or to be incurred by Company in connection with the
Merger shall not be accrued as expenses on the Interim Income Statement;
instead, 61.75% of such expenses shall be subtracted from Company Value,
determined in accordance with Section 1.4 hereof.

5.6 ADDITIONAL AGREEMENTS; BEST EFFORTS. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use its
reasonable best efforts to take all action and to do all things necessary,
proper or advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement, including,
without limitation, cooperating fully with the other party hereto, providing
the other party hereto with any appropriate information and making all
necessary filings in connection with the Requisite Regulatory Approvals.
Without limiting the foregoing, the parties agree to continue to xxxxx all
proceedings incident to that certain pending matter styled COMMUNITY FIRST
NATIONAL BANK OF THORNTON, ET AL. V. COMMUNITY FIRST BANKSHARES, INC., ET AL.
in the Federal District Court for the District of Colorado, during the term
of this Agreement.

5.7 INSURANCE, INDEMNITY.

(a) From and after the Effective Time, CFBI shall indemnify,
defend and hold harmless to the fullest extent that the Company would have
been permitted under applicable law each person who is now, or has been at
any time prior to the date hereof, an officer or director of the Company
(individually, an "Indemnified Party" and collectively, the "Indemnified
Parties"), against all losses, claims, damages, liabilities, costs or
expenses (including attorneys' fees), judgments, fines, penalties and amounts
paid in settlement in connection with any claim, action, suit, proceeding or
investigation arising out of or pertaining to acts or omissions, or alleged
acts or omissions, by them in their capacities as such occurring at or prior
to the Effective Time. In the event of any such claim, action, suit,
proceeding or investigation (an "Action"), (i) any Indemnified Party wishing
to claim indemnification shall promptly notify CFBI thereof, (ii) CFBI shall
pay the reasonable fees and expenses of counsel selected by the Indemnified
Party, which counsel shall be reasonably acceptable to CFBI, in advance of
the final dispositon of any such Action to the full extent permitted by
applicable law, upon receipt of any undertaking required by applicable law,
and (iii) CFBI will cooperate in the defense of any such matter; provided,
however, that CFBI shall not be liable for any settlement effected without
its written consent and provided, further, that CFBI shall not be obligated
pursuant to this Section to pay the fees and disbursements of more than one
counsel for all Indemnified Parties in any single Action except to the extent
that, in the opinion of counsel for the Indemnified Parties, under applicable
standards of professional conduct, there is a conflict in any one significant
issue between the positions of two or more of such Indemnified Parties.

(b) For a period of four years after the Effective Time, CFBI shall
cause to be maintained officers' and directors' liability insurance covering
the Indemnified Parties who are currently covered, in their capacities as
officers and directors, by the Company's existing officers' and directors'
liability insurance policies on terms substantially no less advantageous to
the Indemnified Parties than such existing insurance; provided, however, that
CFBI shall not be required in order to maintain or procure such coverage to
pay an annual premium in excess of one and one-half times the current annual
premium paid by the Company for its existing coverage (the "Cap"); and
provided, further, that if equivalent coverage cannot be obtained, or can be
obtained by paying an annual premium in excess of the Cap, CFBI shall only be
required

to obtain as much coverage as can be obtained by paying an annual premium
equal to the Cap; and provided, further, however, that such directors and
officers may be required to make application and provide customary
representations and warranties to CFBI's insurance carrier for the purpose of
obtaining such coverage.

ARTICLE 6

CONDITIONS PRECEDENT

6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligation of each party to effect the Merger shall be subject to
the satisfaction prior to the Effective Time of the following conditions:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been approved
and adopted by the affirmative vote of the holders of two-thirds of the
outstanding shares of Company Common Stock entitled to vote thereon.

(b) NASDAQ LISTING. The shares of CFBI Common Stock issuable to
the Company stockholders pursuant to this Agreement shall have been approved
for listing on the Nasdaq National Market, upon notice of issuance.

(c) OTHER APPROVALS. Other than the filing provided for by
Section 1.1, all consents, orders or approvals of, or declarations or filings
with, and all expirations of waiting periods imposed by, any governmental
entity (collectively, the "Consents") which are prescribed by law as
necessary for the consummation of the Merger and the other transactions
contemplated hereby (other than immaterial Consents) shall have been filed,
occurred or been obtained and all such Requisite Regulatory Approvals shall
be in full force and effect.

(d) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No order,
injunction or decree issued by any court or agency of competent jurisdiction
or other legal restraint or prohibition (an "Injunction") preventing the
consummation of the Merger or any of the transactions contemplated hereby
shall be in effect, nor shall any proceeding by any governmental entity
seeking any such Injunction be pending. No statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, or enforced by any
governmental entity which prohibits, restricts or makes illegal consummation
of the Merger.

(e) NO UNDULY BURDENSOME CONDITION. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced
or deemed applicable to the Merger or any of the transactions contemplated
hereby, by any federal or state governmental entity which, in connection with
the grant of a Requisite Regulatory Approval, imposes any condition or
restriction upon CFBI, Company, or any of their Subsidiaries which would so
materially adversely impact the economic or business benefits of the
transactions contemplated by this

Agreement as to render inadvisable, in the reasonable business judgment of
the Board of Directors of either CFBI or Company, the consummation of the
Merger.

6.2 CONDITIONS TO OBLIGATIONS OF CFBI. The obligation of CFBI to
effect the Merger are also subject to the satisfaction or waiver by CFBI
prior to the Effective Time of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Company set forth in this Agreement shall be true and correct
in all material respects as of the date of the Agreement and (except to the
extent such representations and warranties speak as of an earlier date) as of
the Closing Date as though made on the Closing Date, except where the failure
to be true and accurate in all material respects would not have or would not
be reasonably expected to have a material adverse effect on Company, and CFBI
shall have received a certificate signed on behalf of Company by the Chief
Executive Officer and Chief Financial Officer of Company to such effect.

(b) PERFORMANCE OF OBLIGATIONS OF COMPANY. Company shall have
performed in all materials respects all obligations required to be performed
by it under this Agreement at or prior to the Closing Date, and CFBI shall
have received a certificate signed on behalf of Company by the Chief
Executive Officer and Chief Financial Officer of Company to such effect.

(c) MINIMUM BOOK VALUE OF THE COMPANY. The book value of the
Company as of the Determination Date shall not be less than $5,214,000. The
confirmation of the minimum book value of the Company shall be made pursuant
to the procedures set forth in Section 1.4.

(d) POOLING LETTER. CFBI shall have received a letter from Ernst &
Young L.L.P., in form and substance reasonably satisfactory to CFBI,
approving the accounting treatment of the Merger as a "pooling of interests"
in accordance with generally accepted accounting principles, as of a date no
more than five business days prior to the Closing Date; in support of the
Ernst & Young L.L.P. pooling letter, Ernst & Young L.L.P. and CFBI shall have
received a letter from Company's accountants, in form and substance
reasonably satisfying to Ernst & Young L.L.P., confirming certain facts on
behalf of Company.

(e) LEGAL OPINION. CFBI shall have received the opinion of
Slivka, Robinson, Waters & X'Xxxxxxx, P.C., counsel to Company, dated the
Closing Date, in substantially the form shown on EXHIBIT 6.2, and such
opinion shall not have been withdrawn prior to the Effective Time.

6.3 CONDITIONS TO OBLIGATIONS OF COMPANY. The obligation of Company to
effect the Merger is also subject to the satisfaction or waiver by Company
prior to the Effective Time of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of CFBI set forth in this Agreement shall be true and correct in
all material respects as of the date of this Agreement and (except to the
extent such representations and warranties speak as of an earlier date) as of
the Closing Date as though made on the Closing Date, except as otherwise
contemplated by this Agreement, and Company shall have received a certificate
signed on behalf of CFBI by the Chairman and Chief Executive Officer and by
the Chief Financial Officer of CFBI to such effect.

(b) PERFORMANCE OF OBLIGATIONS OF CFBI. CFBI shall have performed
in all material respects all obligations required to be performed by either
of them under this Agreement at or prior to the Closing Date, and Company
shall have received a certificate signed on behalf of CFBI and the
Acquisition Subsidiary by the Chairman and Chief Executive Officer and by the
Chief Financial Officer of CFBI to such effect.

(c) CONSENTS UNDER AGREEMENTS. CFBI shall have obtained the
consent or approval of each person (other than the Governmental Entities
referred to in Section 6.1(c)) whose consent or approval shall be required in
connection with the transactions contemplated hereby under any loan or credit
agreement, note, mortgage, indenture, lease, license or other agreement or
instrument to which CFBI or any of its subsidiaries is a party or is
otherwise bound, except those for which failure to obtain such consents and
approvals would not, in the reasonable opinion of Company, individually or in
the aggregate, have a material adverse effect on CFBI or upon the
consummation of the transactions contemplated hereby.

(d) TAX OPINION. CFBI and Company shall have received the opinion
of Slivka, Robinson, Waters & X'Xxxxxxx, P.C., counsel to Company, dated the
Closing Date, to the effect that (i) the Merger will be treated for Federal
income tax purposes as a reorganization within the meaning of Section 368(a)
of the Code, (ii) CFBI and Company will each be a party to that
reorganization within the meaning of Section 368(b) of the Code,
(iii) shareholders of Company who exchange their shares of Company Common
Stock for shares of CFBI Common Stock will not recognize gain or loss, for
purposes of federal income tax, except to the extent of the cash received in
lieu of fractional shares, and (iv) Company will not recognize gain or loss,
for purposes of federal income tax, as a result of consummation of the Merger.

(e) LEGAL OPINION. Company shall have received the opinion of
Xxxxxxxxx and Xxxxxx, P.L.L.P., counsel to CFBI, dated the Closing Date, in
substantially the form shown on EXHIBIT 6.3, and such opinion shall not have
been withdrawn prior to the Effective Time.

(f) EMPLOYMENT AGREEMENTS. Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxx and
Xxxx X. Xxxx shall have entered into employment agreements with the Bank,
substantially in the form of Exhibits 6.3(f) (1), (2) and (3), respectively.

ARTICLE 7

TERMINATION AND AMENDMENT

7.1 TERMINATION. This Agreement may be terminated in writing at any
time prior to the Effective Time, whether before or after approval of the
Merger by the stockholders of Company or CFBI, only in the following
circumstances:

(a) by mutual consent of CFBI and Company in a written instrument,
if the Board of Directors of each so determines by a vote of a majority of
the members of its entire Board;

(b) by either CFBI or Company if (i) any Requisite Regulatory
Approval shall have been denied; or (ii) any governmental entity of competent
jurisdiction shall have issued a final nonappealable order enjoining or
otherwise prohibiting the consummation of the transactions contemplated by
this Agreement;

(c) by either CFBI or Company if the Merger shall not have been
consummated on or before June 30, 1998, unless the failure of consummation
shall be due to the failure of the party seeking to terminate to perform or
observe in all material respects the covenants and agreements hereunder to be
performed or observed by such party; or

(d) by either CFBI or Company if there shall have been a material
breach of any of the covenants or agreements set forth in this Agreement on
the part of the other party, which breach shall not have been cured before
closing or within twenty (20) business days following receipt by the
breaching party of written notice of such breach from the other party,
whichever occurs first.

(e) by CFBI pursuant to the terms of Section 4.3(c) or 4.3(d), as
applicable.

7.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement by either CFBI or Company as provided in Section 7.1, this
Agreement shall forthwith become void and have no effect except that the
obligations under Sections 4.1(d), 4.2(g), 5.6, and 7.2 shall survive
termination of this Agreement; provided, however, that no party shall be
relieved or released from any liabilities or damages arising out of the
willful breach by such party of any provision of this Agreement.

7.3 AMENDMENT. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, at any
time before or after approval of the matters presented in connection with the
Merger by the shareholders of Company, provided, however, that after any such
approval, no amendment shall be made which by law requires further approval
by such shareholders, without such further approval. This Agreement may not
be amended except by an instrument in writing signed on behalf of each of the
parties hereto.

7.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto; (ii) waive any inaccuracies in the representations and warranties
contained herein or in any of the Schedules; and (iii) waive compliance with
any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in a written instrument signed on behalf of such party.

ARTICLE 8

GENERAL PROVISIONS

8.1 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. No representation
or warranty contained in this Agreement shall survive the Merger.

8.2 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given when received by the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):

(a) if to CFBI, to: Community First Bankshares, Inc.
Attn: Xxxxxx X. Xxxxxxxxx, President
000 Xxxx Xxxxxx
Xxxxx, XX 00000

with copies to: Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxxxx & Xxxxxx P.L.L.P.
0000 XXX Xxxxxx
00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000

and

(b) if to Company, to: Community Bancorp, Inc.
Attn: Xxxxxxx X. Xxxxxxxx, President
0000 Xxxxx Xxxxxxxxxx
Xxxxxxxx, XX 00000

with copies to: Xxxxxx X. Xxxxxxx, Esq.
Slivka, Robinson, Waters & X'Xxxxxxx, P.C.
1099-18th Street, Suite 2600
Xxxxxx, XX 00000-0000

8.3 INTERPRETATION. When a reference is made in this Agreement to
Sections, Exhibits or Schedules, such reference shall be to a Section of or
Exhibit or Schedule to this Agreement

unless otherwise indicated. The table of contents and headings contained in
this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by the words "without limitation."

8.4 COUNTERPARTS. This Agreement may be executed in counterparts, all
of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.

8.5 ENTIRE AGREEMENT: THIRD PARTY BENEFICIARIES; RIGHTS OF OWNERSHIP.
This Agreement (including the documents and the instruments referred to
herein) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to
the subject matter hereof. This Agreement is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder, except
that Sections 3.2 and 4.2(e) are intended for the benefit of the Company
shareholders; and Section 5.5 is intended for the benefit of employees of the
Bank; and Secton 5.8 is intended for the benefit of the Indemnified Parties.
CFBI shall be liable to such third-party beneficiaries for damages caused by
the breach of such Sections. No party shall have the right to acquire or
shall be deemed to have acquired shares of common stock of the other party
pursuant to the Merger until consummation thereof.

8.6 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado.

8.7 PUBLICITY. Except as otherwise required by law or the rules of the
Nasdaq or the National Association of Securities Dealers, Inc., so long as
this Agreement is in effect, neither CFBI nor Company shall, nor shall either
of them permit any of its subsidiaries to, issue or cause the publication of
any press release or other public announcement with respect to the
transactions contemplated by this Agreement without the consent of the other
party, which consent shall not be unreasonably withheld.

8.8 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.

8.9 ENFORCEMENT OF AGREEMENT. Each of the parties hereto agrees that
it will not object if the other party seeks to obtain an injunction to
prevent breaches of this Agreement or to enforce specifically the terms and
provision hereof in any court in the United States or any state having
jurisdiction. The enforcing party shall be entitled to recover its attorneys
fees incurred if it is successful in enforcing of the terms and provisions of
this Agreement.

IN WITNESS WHEREOF, CFBI and Company have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the date
first above written.

COMMUNITY FIRST BANKSHARES, INC.

By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Attest: Title: Chairman and President

/s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President

COMMUNITY BANCORP, INC.

By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Attest: Title: President

/s/ Xxx X. Xxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxx
Title: Secretary

TABLE OF EXHIBITS

EXHIBIT 1.1A -- Articles of Merger

EXHIBIT 1.1B -- Certificate of Merger

EXHIBIT 2.1(b) -- Illustrations of Exchange Rate Calculations

EXHIBIT 3.1 -- Company Disclosure Schedule

EXHIBIT 3.2 -- CFBI Disclosure Schedule

EXHIBIT 5.3 -- Affiliate Agreement

EXHIBIT 5.4 -- Severance Plan

EXHIBIT 6.2 -- Slivka, Robinson, Waters & X'Xxxxxxx Opinion

EXHIBIT 6.3 -- Xxxxxxxxx & Xxxxxx Opinion

EXHIBIT 6.3(f) -- Employment Agreements

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Table of Contents

EXHIBIT 2.14 AGREEMENT AND PLAN OF MERGER dated as of January 8, 1998

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