EX-10.5

                                  EXHIBIT 10.5

                          BREMER FINANCIAL CORPORATION

                   1996 LONG-TERM INCENTIVE COMPENSATION PLAN

                                 Group President
                             Chief Operating Officer



Contained herein is a detailed outline of the Long-Term Executive Incentive
Compensation Plan which has been designed for the Group Presidents and Chief
Operating Officer.

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 well-being.
                  Those activities include long term profitability, growth
                  through acquisitions, and maximization of efficiencies
                  resulting in high productivity.

B.       Eligibility

         1)       The Group Presidents and Chief Operating Officer are the
                  participants in this plan.

C.       Plan Years

         1)       The Executive Incentive Compensation program will begin on
                  January 1, 1996 and will end on December 31, 1998.

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 1999, 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 1996, 1997, and 1998. When
         performance falls between the RORE percentages shown, interpolation
         will be used to determine the actual percentage of salary to be
         awarded. Base salary as of December 31, 1998 will be utilized.


                 RORE                    Percentage Award

                13.00                           25.0%
                14.50          TARGET           45.0%
                16.50 and over                 105.0%


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

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.

         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 1996 - 1998
                                                            Percentage of Salary
                                                               To Be Awarded
F-1 - Return on Realized Equity                             --------------------
-------------------------------
         a.       1996______________________%
         b.       1997 _____________________%
         c.       1998 _____________________%

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


X 12/31/98 Salary                                            $__________________

= 1996-1998 INCENTIVE AWARD                                  $__________________




Approved:

____________________________              ______________________________________
           Date                                   President and CEO, BFC