0000912057-00-013408 Sample Contracts

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Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 2.12 AGREEMENT AND PLAN OF MERGER dated as of July 26, 1999 between COMMUNITY FIRST BANKSHARES, INC. and RIVER BANCORP, INC.
Agreement and Plan of Merger • March 24th, 2000 • Community First Bankshares Inc • State commercial banks • Minnesota

Page ARTICLE 1 THE MERGER 2 1.1 Effective Time of the Merger 2 1.3 Effects of the Merger 2 1.4 Calculation of River Value 3 ARTICLE 2 EFFECT OF THE MERGER ON THE CAPITAL STOCK 3 2.1 Effect on Capital Stock 3 (a) Conversion 3 (b) Exchange Rate 4 (c) Adjustments to Merger Consideration Based on CFB Trading Value 4 (d) Adjustments to Exchange Rate Based on River Value 5 (e) Shareholders' Right of Dissent 5 2.2 Exchange of Certificates 5 (a) Exchange Agent 5 (b) Exchange Procedures 5 (c) Distributions and Voting 6 (d) Transfers 6 (e) Fractional Shares 6 (f) Termination of Exchange Fund 6 (g) Withholding Rights 6 (h) Lost or Destroyed Certificates 6 2.3 River Stock Options 7 2.4 Stock Transfer Books 7 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 7 3.1 Representations and Warranties of River 7 (a) Subsidiary Organizations 7 (b) River Organization 7 (c) Enforceability 7 (d) Reports 8 (e) Limitation of Bank's Powers 8 (f) Corporate Records 8 (g) Insured Status of Bank 8 (h) No Default or Creation

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