EXHIBIT 10.2

                          BREMER FINANCIAL CORPORATION

                   1995 EXECUTIVE INCENTIVE COMPENSATION PLAN

                        Retail Banking Services Director



Contained herein is a detailed outline of the Executive Incentive Compensation
Plan which has been designed for the Retail Banking Services Director.

A.       Purpose

         1)       To provide an annual incentive award to executives 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)       Participant will be the Retail Banking Services Director for
                  Bremer Financial Services, Inc.


C.       Plan Year

         1)       The Executive 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 President
                  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, following
                  the end of defined incentive plan year.


E.       Potential Awards

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

                                                           Target      Maximum
                                                           ------      -------
                  Retail Banking Services Director           20%         40%


F.       Performance Measures and Determination of Award

         1)       40% of the target 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
                    --------------                            ----------------
                        10.50                                           0%
                        11.50                                         4.0%
                        12.50               TARGET                    8.0%
                        13.50                                         9.6%
                        14.50                                        11.2%
                        15.50                                        12.8%
                        16.50                                        14.4%
                        17.50 and over                               16.0%


         2)       Other Measures

                  60% of target incentive award is based upon achievement of
                  work plan objectives or as otherwise defined by the manager of
                  the Retail Banking Services Director.

                                         Percentage of Salary
                                       Earned on Other Measures
                                       ------------------------
                                       Target            12.0%
                                       Maximum           24.0%


G.       Moderator

         To protect the Foundation's investment in Bremer Financial Corporation
         and to insure the awards payable under this plan are not
         disproportionate with the return to Bremer, a moderator has been
         established. The moderator will be applied to the total award as
         calculated under item F above.

         Corporate Moderator - a return for Bremer Financial Corporation will be
         selected that is a minimum needed to award full incentives. As the
         return is less, the percentage of individual incentive is reduced, but
         not lower than 50%. Each year the President of Bremer Financial
         Corporation will set the corporate moderator and communicate it to you.

         Outlined below is the approved moderator for 1995:

                      Return on                             Percent of
             Average Realized Equity - BFC            Incentive Award Payable
             -----------------------------            -----------------------

           (greater than or equal to) 9%                      100%
                                 6-8.99%                       75%
                          (less than) 6%                       50%



H.       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.

         3)       Award may be deferred.


I.       Administrative Procedures

         1)       Addition 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
                  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 -- 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 months 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, the President of
                  Bremer Financial Corporation 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
                  President of Bremer Financial Corporation has the authority to
                  determine and approve all such exceptions.


J.       Amendment and termination

         1)       The Board 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 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                                                 TITLE

                    CALCULATION OF EXECUTIVE INCENTIVE AWARD

                                 Plan Year 1995

                                                           Percentage of Salary
                                                              To Be Awarded

F-1 - Corporate RORE

         Corporate RORE     _______________%                  _______________%


F-2 - Other Measures

         Attach a description of "Other Measures"             _______________%
         to be awarded and how they will be measured.
         Indicate ratings for each measure.




Total Award Earned as % of Salary                             _______________%
     (F-1 + F-2)

X 1995 Salary                                                 $_______________

= 1995 INCENTIVE AWARD                                        $_______________



Approved:

______________________________           _______________________________________
Date                                     President, Bremer Financial Corporation