EXHIBIT 10.5


                          BREMER FINANCIAL CORPORATION
                1999 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

                              Chief Credit Officer
                             Chief Financial Officer
                            Chief Information Officer


Contained herein is a detailed outline of the Executive Annual Incentive
Compensation Plan which has been designed for the Chief Credit Officer, Chief
Financial Officer and Chief Information Officer.

A. Purpose

    1)  To provide an annual incentive award to the Chief Credit Officer, Chief
        Financial Officer and Chief Information Officer for significant
        contributions toward the achievement of Bremer Financial Corporation's
        goals and objectives.

    2)  To focus attention on those activities which will positively affect the
        Corporation's financial well-being.

B. Eligibility

    1)  The Chief Credit Officer, Chief Financial Officer, and Chief Information
        Officer are the participants in this plan.

C. Plan Year

    1)  The Executive Annual Incentive Compensation program will begin on
        January 1 and will end on December 31.

D. Payment of Award

    1)  At year end, formal reviews will be conducted by the appropriate
        designated management to determine and measure performance. Upon
        completion of the measurement of the participants' goals and objectives,
        awards will be approved.

    2)  Award payments will be made in the first quarter following the end of
        defined incentive plan year.

E. Potential Awards

    1)  The maximum potential award, stated as a percentage of base salary, will
        be 35%.

F. Performance Measures and Determination of Award

    1)  50% of the incentive award will be based upon Corporate RORE. The
        following table will be utilized to determine the actual percentage of
        salary to be granted. When performance falls between the RORE
        percentages shown, interpolation will be utilized to determine the
        actual percentage of salary to be awarded.

                Corporate RORE                            Percentage Award
                --------------                            ----------------

                  Below 13.34                                   -0-
                     13.34       33.3 of max (Threshold)         5.83%
                     13.92                Plan                   9.91%
                     14.03            66.6% of max              11.66%
                     15.00               Maximum                17.50%

    2)  Work Plan Objectives

        50% of the incentive award will be based on work plan objectives. The
        work plan objectives should be submitted to the President and CEO of
        Bremer Financial Corporation for approval ("CEO"). The maximum
        percentage award for achieving work plan objectives is 17.5% of base
        salary.

    3)  Modifier: Compliance Ratings

        To ensure that awards calculated under this plan may be reduced by up to
        25% if the Bremer banks selected for there is appropriate system wide
        focus on regulatory compliance issues, incentive compliance examinations
        by the OCC during the second half of 1999 do not receive satisfactory
        compliance ratings.

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G. Administration

    1)  The plan shall be subject to the approval of the Board of Directors of
        Bremer Financial Corporation ("Board") which shall have sole authority
        to establish the terms and conditions under which the plan will be
        administered.

    2)  The Executive Incentive Compensation Plan and awards are not
        transferable or assignable.

    3)  Awards may not be deferred.

H. Administrative Procedures

    1)  Additions to Plan -- Eligible individuals will be added to the plan at
        any time upon the approval of the Board. However, the size of their
        awards will be prorated by the number of months they were eligible to
        receive an award. An example would be:

        - Employee "A" is added to plan in mid-year so s/he has six (6) months
          of eligible service.
        - Calculated incentive award is $15,000
        - $15,000 X 6/12 = $7,500

    2)  Terminations -- If the eligible participant terminates during the plan
        year, the incentive award will be handled as follows:

        - Voluntary resignations -- no incentive award.
        - Involuntary terminations for cause -- no incentive award.
        - Involuntary termination without cause -- incentive award prorated by
          number of months service during current incentive plan year, based on
          approval by the CEO.
        - Retirement/disability -- incentive award prorated by number of months
          of service during current incentive plan year.

    3)  Change in Position -- If the eligible participant has a change in
        position during a plan year, their incentive award will be calculated
        under both plan award levels and prorated by the months of service at
        each level. Both calculations will be based on the salary effective
        December 31 of the incentive plan year.

    4)  Interpolation -- When actual performance falls above threshold and
        between cells on the appropriate element, the individual completing the
        formula should interpolate to the actual percentage to be awarded.

    5)  Performance -- If a participant's performance rating for the plan year
        is less than fully competent and/or certain performance goals are not
        met, the CEO has the authority to reduce partially or totally the
        incentive payout that would normally be due the participant.

    6)  Exceptions -- Upon occasion, there may be specific reasons for
        exceptions to the incentive compensation program for events beyond the
        control of the participant in the plan. The CEO has the authority to
        determine and approve all such exceptions.

I. Amendment and termination

    1)  The Board may at any time amend the plan for the purposes of satisfying
        the requirements of any changes in applicable laws or for any purpose
        which may be permitted by law. The Board may also terminate the plan at
        any time. No such amendment or termination shall, however, adversely
        affect the rights of any participant (without his/her prior consent) to
        any award previously approved.

<PAGE>


                    CALCULATION OF EXECUTIVE INCENTIVE AWARD
                                 Plan Year 1999



----------------------------   -------------------------------------------------
NAME                           TITLE



                                                            Percentage of Salary
                                                               To Be Awarded
                                                               -------------
F-1 - Corporate RORE
--------------------

       Corporate RORE                              ______%      ______________%
       (50% of total award)

       Work Plan Objectives Achievement Level      ______%      ______________%
       (50% of total award) ATTACH A DESCRIPTION
       OF WORK PLAN OBJECTIVES AND HOW THEY WILL
       BE MEASURED.




Total Award Earned as % of Salary                               ______________%
---------------------------------


X December 31, 1999 Salary                                      $

= 1999 INCENTIVE AWARD                                          $

Compliance Rating Modifier (up to 25% reduction)               ($_____________)

= 1999 NET INCENTIVE AWARD                                      $



Approved:


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Date                          President and CEO of Bremer Financial Corporation


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Date                          Chairman of Board of Bremer Financial Corporation