EXHIBIT 10.2

                          BREMER FINANCIAL CORPORATION

                1998 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

                                Group Presidents

Contained herein is a detailed outline of the Executive Annual Incentive
Compensation Plan which has been designed for Bremer Group Presidents.

A.       Purpose

         1)       To provide an annual incentive award to Group Presidents who
                  contribute significantly 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)       Participants will be Group Presidents.

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

                  70% 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 13.00                                          0%

                  13.00                 THRESHOLD                     9.33%

                  13.76                 2/3 OF MAXIMUM               18.67%

                  14.20                 PLAN                         23.50%

                  14.61 and over        MAXIMUM                      28.00%


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         2)       Work Plan Objectives

                  30% 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 12.0%.

G.       Administration

         1)       The plan shall be subject to the approval of the Board of
                  Directors of Bremer Financial Corporation ("CEO") 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 are 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 month service during current
                       incentive plan year, based on approval by President of
                       BFC.
                  - 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.

         4)       Interpolation -- When actual performance falls 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 1998



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


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

         Corporate RORE
          (70% of total award)                   ______%       ______________%

         Work Plan Objectives Achievement Level  ______        ______________%
         (30% of total award)

         Attach a description of work plan objectives and
         how they will be measured.



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

X 1998 Salary                                                  $______________

= 1998 INCENTIVE AWARD                                         $______________



Approved:


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



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


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