EXHIBIT 10.2


                          BREMER FINANCIAL CORPORATION

                1999 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

                                President and CEO
                         of Bremer Financial Corporation


Contained herein is a detailed outline of the Executive Annual Incentive
Compensation Plan which has been designed for the President and CEO of Bremer
Financial Corporation ("CEO").

A. Purpose

    1)  To provide an annual incentive award to the CEO for 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 CEO is the participant 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 Chairman of the
        Board Directors of Bremer Financial Corporation ("Chairman") to
        determine and measure performance. Upon completion of the measurement of
        the participant's goals and objectives, an award 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 70%.

F. Performance Measures and Determination of Award

    1)  Corporate RORE

        75% 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)          17.48%
                    13.92                  Plan                    29.71%
                    14.03              66.6% of max                34.97%
                    15.00                 Maximum                  52.50%

    2)  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 Chairman
        of the Board of Bremer Financial Corporation for approval. The maximum
        percentage award for achieving work plan objectives is 17.5% of base
        salary.

    3)  Modifier: Compliance Rating

        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.

<PAGE>


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

        - Voluntary resignation -- no incentive award.
        - Involuntary termination 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 the Chairman.
        - 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, the 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 on
        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, the Chairman 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 Chairman 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



                               President and CEO of Bremer Financial Corporation
----------------------------   -------------------------------------------------
NAME                           TITLE


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

      Corporate RORE                              ______%       ______________%
      (75% 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                               ______________%
---------------------------------
     (F-1 + F2)

X December 31, 1999 Salary                                      $

= 1999 INCENTIVE AWARD                                          $

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

= 1999 NET INCENTIVE AWARD                                      $





Approved:


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