EXHIBIT 10.3


                          BREMER FINANCIAL CORPORATION

                1999 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

                           Community Banking Director


Contained herein is a detailed outline of the Executive Annual Incentive
Compensation Plan which has been designed for the Community Banking Director.

A. Purpose

    1)  To provide an annual incentive award to the Community Banking Director
        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)  Participant will be the Community Banking Director.

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 participant's goals and objectives,
        award payments will be recommended and 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 40%.

F. Performance Measures and Determination of Award

    1)  Corporate RORE

        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)         6.66%
                     13.92                 Plan                  11.32%
                     14.03             66.6% of max              13.32%
                     15.00                Maximum                20.00%

    2)  Market Revenue Growth

        25% of the incentive award will be based upon Market Revenue Growth. The
        following table will be utilized to determine the actual percentage of
        salary to be granted. When performance falls between the Market Revenue
        percentages shown, interpolation will be utilized to determine the
        actual percentage of salary to be awarded.

            Market Revenue Growth                            Percentage of Award
            ---------------------                            -------------------

                 Below 7.0%                                         -0-
                    7.0%           33.3% of max (threshold)          3.33%
                    9.0%              66.6% of max (Plan)            6.66%
                    11.0%                   Maximum                 10.00%

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    3)  Work Plan Objectives

        25% of the incentive award will be based on achievement of work plan
        objectives. The work plan objectives should be submitted to the
        President and CEO of Bremer Financial Corporation ("CEO") for approval.
        The maximum percentage award for achieving work plan objectives is 10.0%
        of base salary.

    4)  Modifier: Compliance Ratings

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

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)  Award may 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 -- Eligible employees who terminate during the plan year
        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 -- Eligible employees who have a change in position
        during a plan year will have their incentive award 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.

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                    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)

      Market revenue growth                        ______%      ______________%
      (25% of total award)

      Work Plan Objectives Achievement Level       ______%      ______________%
      (25% 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:

--------------------------    --------------------------------------------------
Date                          President and CEO of Bremer Financial Corporation


--------------------------    --------------------------------------------------
Date                          Chairman of the Board of Bremer Financial
                              Corporation