**Exhibit 99.1**

RISK FACTORS 

**We may not realize the expectedoperational and financial benefits from acquired banking operations.**

The 2001 Branch Acquisition was ourlargest acquisition to date. This transaction substantially increased our businessactivities in the Minneapolis/St. Paul market. In 2003, as part of our ongoing Twin Citiesexpansion strategy, we opened three new offices in the Twin Cities metropolitan area. Wemay continue to expand into additional communities or attempt to strengthen our positionin our current markets by acquiring banking institutions, opening new offices and/ormaking branch acquisitions. 

Acquiring banking operations involvesnumerous risks. Failure to address these risks could adversely affect our results ofoperations and financial condition. These risks include: 

        •    potentialexposure to unknown or contingent liabilities of banks and businesses we acquire;  

        •    unanticipatedproblems with the quality of the assets acquired; 

        •   inadequateindemnification;

        •    difficultiesin maintaining adequate sources of funding at attractive pricing; 

        •    thepotential diversion of our management’s time and attention; 

        •    the possiblelosses of key employees, depositors and customers of the banks and businesses we acquire; 

        •    possibleincreases in leverage resulting from borrowings needed to finance an acquisition oraugment regulatory capital; and 

        •    incurringgoodwill when we account for an acquisition as a purchase. 

Acquisitions typically involve therecording of intangible assets, which reduces tangible capital. 

**Our geographic concentration is inthe Upper Midwest, and many of the communities we serve are dependent upon agriculture.**

Our success depends to a great extent uponthe general economic conditions of the communities we serve in Minnesota, Wisconsin andNorth Dakota. Many of the communities we serve are predominantly dependent on agriculture.We estimate that approximately 35% of our deposits and 30% of our loans and leasesoriginate in such communities. Agriculture in these communities is affected by manyfactors beyond our control, including weather, government policies, fluctuating commodityprices, energy costs, and natural disasters. Flooding, high fuel costs, and low commodityprices in recent years in some of the areas we serve have resulted in reduced levels ofeconomic activity. Similar events in the future may adversely affect our loan quality,local loan demand and other aspects of our business and results of operations. 

Changes in interestrates could have an adverse effect on our profitability. 

Our ability to make a profit, likethat of most financial institutions, substantially depends upon our net interest income.This is the difference between the interest income we earn on our interest-earning assets,such as loans, and the interest expense we pay on our interest-bearing liabilities, suchas deposits. When interest rates are rising, the interest income we earn on loans andinterest-bearing investments may not increase as rapidly as the interest expense paid onour liabilities. Conversely, when interest rates are declining, the interest income weearn on loans and interest-bearing investments may decrease more rapidly than the interestexpense paid on our liabilities. In either case, our earnings may be adversely affected. 

Factors such as inflation, recession,unemployment, money supply, international disorders, instability in domestic and foreignfinancial markets and other factors beyond our control may affect interest rates. Changesin market interest rates will also affect the level of voluntary prepayments on our loansand payments on our mortgage-backed securities resulting in the receipt of proceeds thatmay be reinvested at a lower rate than the loan or mortgage-backed security being prepaid.Although we have an asset-liability management strategy designed to control our risk fromchanges in market interest rates, changes in interest rates still could have an adverseeffect on our profitability. At December 31, 2003, based on differences in the timing ofthe repricing of our interest rate sensitive assets and interest rate sensitiveliabilities, we were slightly asset sensitive on a consolidated basis. 

We may be adverselyaffected by government monetary policy. 

As a bank holding company, ourbusiness is affected by the monetary policies of the Federal Reserve Board, whichregulates the national money supply in order to mitigate recessionary and inflationarypressures. In setting its policy, the Federal Reserve Board may use techniques such as thefollowing: 

        •    engagingin open market transactions in United States government securities; 

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