Exhibit 99.1

                                  RISK FACTORS

We may not realize the expected operational and financial benefits from acquired
banking operations.

The 2001 Branch Acquisition was our largest acquisition to date. This
transaction substantially increased our business activities in the
Minneapolis/St. Paul market. In January 2003, as part of our ongoing Twin Cities
expansion strategy, we opened two new offices in Plymouth and in downtown
Minneapolis. We may continue to expand into additional communities or attempt to
strengthen our position in our current markets by acquiring banking
institutions, opening new offices and/or making branch acquisitions.

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

o          potential exposure to unknown or contingent liabilities of banks and
           businesses we acquire;

o          unanticipated problems with the quality of the assets acquired;

o          inadequate indemnification;

o          difficulties in maintaining adequate sources of funding at attractive
           pricing;

o          the potential diversion of our management's time and attention;

o          the possible losses of key employees, depositors and customers of the
           banks and businesses we acquire;

o          possible increases in leverage  resulting from borrowings needed to
           finance an acquisition or augment  regulatory  capital; and

o          incurring goodwill when we account for an acquisition as a purchase.

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

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

Our success depends to a great extent upon the general economic conditions of
the communities we serve in Minnesota, Wisconsin and North 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 leases originate
in such communities. Agriculture in these communities is affected by many
factors beyond our control, including weather, government policies, fluctuating
commodity prices, energy costs, and natural disasters. Flooding, high fuel
costs, and low commodity prices in recent years in some of the areas we serve
have resulted in reduced levels of economic 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 interest rates could have an adverse effect on our profitability.

Our ability to make a profit, like that 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, such
as deposits. When interest rates are rising, the interest income we earn on
loans and interest-bearing investments may not increase as rapidly as the
interest expense paid on our liabilities. Conversely, when interest rates are
declining, the interest income we earn on loans and interest-bearing investments
may decrease more rapidly than the interest expense 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 foreign financial markets and other
factors beyond our control may affect interest rates. Changes in market interest
rates will also affect the level of voluntary prepayments on our loans and
payments on our mortgage-backed securities resulting in the receipt of proceeds
that may 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 from changes in market interest rates, changes in interest
rates still could have an adverse effect on our profitability. At December 31,
2002, based on differences in the timing of the repricing of our interest rate
sensitive assets and interest rate sensitive liabilities, we were slightly asset
sensitive on a consolidated basis.



                                       1
<PAGE>




We may be adversely affected by government monetary policy.

As a bank holding company, our business is affected by the monetary policies of
the Federal Reserve Board, which regulates the national money supply in order to
mitigate recessionary and inflationary pressures. In setting its policy, the
Federal Reserve Board may use techniques such as the following:

o          engaging in open market transactions in United States government
           securities;

o          setting the discount rate on member bank borrowing; and

o          determining reserve requirements.

These techniques may have an adverse effect on our deposit levels, net interest
margin, loan demand or our business and operations.

Credit losses are inherent in our business, and our allowance for loan losses
may be inadequate to cover actual loan losses.

Credit losses are inherent in the lending business and could have a material
adverse effect on our operating results. Every loan we make carries a certain
risk of non-payment. This risk is affected by, among other things:

o          the credit risks of a particular borrower;

o          changes in economic and industry conditions;

o          the duration of the loan; and

o          in the case of a collateralized loan, the changes and uncertainties
           as to the future value of the collateral.

We make various assumptions and judgments about the collectability of our loan
portfolio and provide an allowance for potential losses based on a number of
factors. The amount of this allowance is determined by management through a
periodic review and consideration of several factors, including:

o          an ongoing review of the quality, size and diversity of our loan
           portfolio;

o          evaluation of non-performing loans;

o          historical loan loss experience; and

o          the amount and quality of collateral, including guarantees, securing
           the loans.

If our assumptions are wrong, our allowance for loan losses may be insufficient
to cover our losses, thereby having an adverse effect on our operating results
and perhaps causing us to increase the allowance in the future. The actual
amount of future provisions for loan losses cannot now be determined and may
exceed the amounts of past provisions.

Commercial loans and commercial real estate loans represent a significant
portion of our loan portfolio, and repayment of these loans may depend on
factors outside of our control or the control of our borrowers.

As of December 31, 2002, our commercial loans and commercial real estate loans
totaled $2.0 billion, or 55%, of our total loan portfolio. Commercial lending
and commercial real estate lending typically involve higher principal amounts
and the repayment of the loans generally depends, in large part, on sufficient
income from the borrowers and cash flow from the collateral securing the loans
to cover operating expenses and debt service. Economic events or governmental
regulations outside of the control of the borrower or lender could negatively
impact the future cash flow of the borrowers and the value of the collateral
securing the loans.

Changes in the regulatory structure or the statutes or regulations that apply to
us could have a material impact on our operations.

We are subject to extensive regulation, supervision and examination by the
Federal Reserve Board and the Office of the Comptroller of the Currency. The
supervision, regulation and examination of banks and bank holding companies by
bank regulatory agencies are intended primarily for the protection of depositors
rather than the shareholders of these entities. Our success depends on our
continued ability to comply with these regulations. Some of these regulations
may increase our costs and thus place non-bank financial institutions in
stronger, more competitive positions. Regulatory authorities have extensive
discretion in carrying out their supervisory and enforcement responsibilities.
They have also implemented regulations that have increased capital requirements,
increased insurance premiums, required approval of acquisitions and changes of

                                       2
<PAGE>


control and resulted in increased administrative and professional expenses. Any
change in the existing regulatory structure or the applicable statutes or
regulations could have a material impact on our operations. Additional
legislation and regulations may be enacted or adopted in the future which could
significantly affect our powers, authority and operations, which in turn could
have a material adverse effect on our operations.

If we do not adjust to rapid changes and consolidation in the financial services
industry, our financial performance may suffer.

Our ability to compete successfully in our market areas will depend in part on
our ability to expand the financial services we offer to meet the requirements
and demands of our customers. In addition to the challenge of attracting and
retaining customers for traditional banking services, our competitors now
include securities dealers, brokers, mortgage bankers, investment advisors,
finance companies, and insurance companies who seek to offer one-stop financial
services to their customers. This may include services that banks have not been
able or allowed to offer to their customers in the past. The increasingly
competitive environment is a result primarily of changes in regulation, changes
in technology and product delivery systems and the accelerating pace of
consolidation among financial service providers.

We continually encounter technological change, and we may have fewer resources
than our competitors to continue to invest in technological improvements.

The financial services industry is undergoing rapid technological changes, with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend in part upon our ability to address the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience, as well as to create additional efficiencies
in our operations. Many of our competitors have substantially greater resources
to invest in technological improvements. We cannot assure you that we will be
able to effectively implement new technology-driven products and services or be
successful in marketing these products and services to our customers.

As a service to our customers, we currently offer a wide range of Internet-based
services to customers. The use of these services involves the transmission of
confidential information over public networks. We cannot be sure that advances
in computer capabilities, new discoveries in the field of cryptography or other
developments will not result in a compromise or breach in the commercially
available encryption and authentication technology that we use to protect our
customers' transaction data. If we were to experience such a breach or
compromise, we could suffer losses, and our operations could be adversely
affected.

The Otto Bremer Foundation ownership interest in Bremer is significant, which
may affect us in various ways.

The Otto Bremer Foundation, a non-profit charitable trust, is our largest
shareholder. It owns 240,000 shares, or 20%, of our class A common stock and
10,800,000 shares, or 100%, of our class B common stock. Holders of class A
common stock have full voting rights with regard to all matters while holders of
class B common stock have the right to vote on an equivalent per share basis
with the holders of the class A common stock only with respect to certain
extraordinary transactions. Three of the seven members of our board of directors
are also the only trustees of the Foundation. As a result, the Foundation may
exert significant influence over our corporate affairs. As a private foundation,
the Foundation is subject to tax laws and other regulations at both the federal
and state level. Any change in these tax laws or other regulations that had a
significant impact on the Foundation could also impact us. The Foundation's
expectations regarding dividends needed to fund its annual distribution
requirements, and our two-class common stock structure may limit our access to
capital and consequently our ability to grow through future acquisitions.

                                       3
<PAGE>