EXHIBIT 10.3

                          BREMER FINANCIAL CORPORATION

                2000 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

                           Financial Services Director


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

A.    Purpose

     1)   To provide an annual incentive award to the Financial Services
          Director for significant contributions 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 Financial Services Director.

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

          50% 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 12.62                                            -0-
                  12.62           33.3% of Max (Threshold)             6.66%
                  13.40              66.6% of Max (Plan)              13.32%
                  14.13                    Maximum                    20.00%

     2)   Market Revenue Growth

          25% of the incentive award will be based upon Market Revenue Growth
          across all banks and subsidiaries. The following table will be
          utilized to determine the actual percentage of salary to be granted.
          When performance falls between the Market Revenue percentages shown,
          interpolation will be utilized to determine the actual percentage of
          salary to be awarded.

             Market Revenue Growth                           Percentage of Award
             ---------------------                           -------------------

                  Below 7.0%                                       -0-
                     7.0%         33.3% of max (threshold)          3.33%
                     9.0%            66.6% of max (Plan)            6.66%
                    11.0%                  Maximum                 10.00%

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     3)   Work Plan Objectives

          25% 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 10.0% of base salary.

     4)   Modifier: Compliance Rating

          To ensure that there is appropriate system wide focus on risk
          management issues, incentive awards calculated under this plan may be
          reduced up to 25% if the banks risk assessment in the following areas
          are not rated satisfactory or above:

                  Credit examination composite rating
                  Internal Audit bank rating
                  Compliance third party ratings from Deloitte and Touche
                    and compliance Administration
                  Compliance self-monitoring effectiveness
                  OCC Safety and Soundness composite exam rating
                  OCC Compliance Rating
                  Accurate assessment of risk management leadership role
                    of Sr Lender and Retail Mgr

G.   Administration

     1)   The plan shall be subject to the approval of the Board of Directors of
          Bremer Financial Corporation ("Board") 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 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 the CEO.
          - 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. Both calculations will be based on the salary effective
          December 31 of the incentive plan year.

     4)   Interpolation -- When actual performance falls above threshold and
          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 2000



Ken Nelson                           Financial Services Director
---------------------------------    -------------------------------------------
NAME                                 TITLE


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

     Corporate RORE                              _________%      _________%
     (50% of total award)

     Market revenue growth                       _________%      _________%
     (25% of total award)

     Work Plan Objectives Achievement Level      _________%      _________%
     (25% of total award). ATTACH A DESCRIPTION
     OF WORK PLAN OBJECTIVES AND HOW THEY WILL
     BE MEASURED.


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

X December 31, 2000 Salary                                      $_________

= 2000 INCENTIVE AWARD                                          $_________

Compliance Rating Modifier (up to 25% reduction)               ($_________)

= 2000 NET INCENTIVE AWARD                                      $_________



Approved:


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


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