EXHIBIT 10.4

                          BREMER FINANCIAL CORPORATION

                   1995 LONG-TERM INCENTIVE COMPENSATION PLAN

                                 Group President
                        Retail Banking Services Director



Contained herein is a detailed outline of the Long-Term Executive Incentive
Compensation Plan which has been designed for the Group Presidents and Retail
Banking Services Director.

A.       Purpose

         1)       To provide a long-term incentive award to the participants for
                  the achievement of Bremer Financial Corporation's goals and
                  objectives.

         2)       To focus attention on those activities that will have an
                  impact on the Corporation's long-term financial wellbeing.
                  Those activities include long term profitability, growth
                  through acquisitions, and maximization of efficiencies
                  resulting in high productivity.


B.       Eligibility

         1)       The Group Presidents and Retail Banking Services Directors are
                  the participants in this plan.


C.       Plan Years

         1)       The Executive Incentive Compensation program will begin on
                  January 1, 1995 and will end on December 31, 1997.


D.       Payment of Award

         1)       At the end of 1997, formal reviews will be conducted by the
                  President and CEO of Bremer Financial Corporation 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 of 1998, or
                  may be deferred.


E.       Potential Awards

         1)       A target (planned) and maximum potential awards, stated as a
                  percentage of base salary will be:

                            Target                  Maximum
                            ------                  -------
                              45%                     105%


F.       Performance Measures and Determination of Award

         Return on Realized Equity

         100% of the target award will be based upon the simple average of the
         Corporate RORE(1) for the years of 1995, 1996, and 1997. When
         performance falls between the RORE percentages shown, interpolation
         will be used to determine the actual percentage of salary to be
         awarded. Base salary at the time the payout is determined will be
         utilized.

                   RORE                                  Percentage Award
                   ----                                  ----------------
                   13.00                                       25.0%
                   14.50                  TARGET               45.0%
                   16.50 and over                             105.0%


G.       Administration

         1)       The plan shall be subject to the approval of the Board of
                  Directors of Bremer Financial Corporation 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.


H.       Administrative Procedures

         1)       Additions to Plan -- Eligible individuals will be added to the
                  plan at any time upon the approval of the Board of Directors
                  of Bremer Financial Corporation. However, the size of their
                  award 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 1995 so s/he has 
                    eighteen (18) months of eligible service.
                  - Calculated incentive award is $100,000
                  - $100,000 X 18/36 = $50,000

         2)       Terminations -- If the eligible participant terminates during
                  the three-year plan. 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.
                  - Retirement/disability -- incentive award prorated by number
                    of months of service during current incentive plan 3 year
                    period.

         3)       Change in Position -- If the eligible participant has a change
                  in position during the three-year plan, their incentive award
                  calculated under both plan award levels and prorated by the
                  months of service at each level.

         4)       Interpolation -- When actual performance falls between
                  threshold, target, and maximum, the individual completing the
                  formula should interpolate to the actual percentage to be
                  awarded.


(1)      RORE excludes from equity the FAS 115 net unrealized gain or loss on 
         securities available for sale.


         5)       Performance -- If a participant's performance rating for any
                  year within the three year plan is less than fully competent,
                  the President and CEO of Bremer Financial Corporation has the
                  authority to reduce partially or totally the incentive payout
                  that would be 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
                  President and CEO of Bremer Financial Corporation has the
                  authority to determine and approve all such exceptions.


J.       Amendment and termination

         1)       The Board of Directors of Bremer Financial Corporation 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 of Directors
                  of Bremer Financial Corporation 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.




_________________________________________
NAME

                         CALCULATION OF INCENTIVE AWARD

                              Plan Year 1995 - 1997
                                                          Percentage of Salary
                                                             To Be Awarded

F-1 - Return on Realized Equity

         a.  1995 _____________________%
         b.  1996 _____________________%
         c.  1997 _____________________%

         Simple average equals  a + b + c                   ________________%
                                ---------
                                    3

X 12/31/97 Salary                                          $_________________

= 1995-1997 INCENTIVE AWARD                                $_________________



Approved:

_____________________________     ___________________________________________
Date                              President and CEO, BFC