# Exhibit 14




# CODE OF CONDUCT

# FOR INTERNAL USE ONLY

This Code of Conduct contains
proprietary information that may not be distributed to any party outside of Bremer
Financial Corporation and its affiliates without the written approval of the
Compliance Counsel or the Risk Management Director.

|                                                                                                                    |                                
|------------------------------------------------------------------------------------------------------------------- | -------------------------------
|Requires BFC and BFSI  Board approval biennially                                                                    | Board Approved: January 2003   
|Requires Affiliate Board approval biennially                                                                        | Board Approved:                
|Individual Responsible for Maintaining & Updating Code of Conduct:
Compliance Counsel & Director of Human Resources | Last Revision date:October 2004
|This Code of Conduct applies to Bremer Financial Corporation and all its
subsidiaries.                              |                                

STATEMENT OF NEED AND
PURPOSEOur integrity is essential to
Bremers success. Honesty, good judgment, and adherence to applicable laws and
regulations are required in all our business operations. Bremer recognizes that to
maintain the trust and confidence of its employees and clients, all employees and
directors must follow rigorous ethical standards and obey all applicable laws and
regulations when conducting professional and financial activities both on behalf of Bremer
affiliates and when representing Bremer in the communities we serve.

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# BREMER CODE OF CONDUCTEXECUTIVE SUMMARY

The Bremer Code of Conduct outlines
the principles, policies and laws that govern the activities of the company, and to which
our employees and others who work with or represent us directly or indirectly must adhere.
All employees of Bremer Financial Corporation, its affiliates and subsidiaries are
required to follow the Bremer Code of Conduct. The Code of Conduct offers guidance for
professional conduct under twelve main headings, which include the following key points:

1.     FINANCIAL RECORDS

- Employees are personally responsible for maintaining ethical standards and for the integrity of the information, reports and records under their control.
- We expect our employees to maintain Bremer records accurately and to retain them in accordance with the law.
- Bremer employees are required to cooperate fully with any authorized investigation.
- Bremer senior executives are responsible for full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the company.

2.     COMPLIANCE WITH LAWS

- We expect all of our employees to comply with applicable laws and regulations that apply to our business and internal policies, guidelines and procedures.

3.     CORPORATE INFORMATION
SECURITY

- We protect proprietary and confidential information at all times in accordance with applicable law.
- We keep client information secure at all times and have adopted the Bremer Privacy Policy to communicate additional protections
that we provide to our clients.

4.     PROTECTING OUR
INTEGRITY

- We treat our customers, suppliers, competitors and employees fairly.
- We avoid potential conflicts of interest.
- When we act as a fiduciary, we are committed to meeting these responsibilities.
- Employees are encouraged to select Bremer affiliates for their financial services needs
and are expected to handle their personal financial matters with prudence at all times.
- Accepting and giving gifts is not
permitted, except in compliance with by strict internal regulations.
- Trading in the securities of any company while in possession of material nonpublic information is
illegal.

5.     LENDING

- Employees with responsibility for making credit decisions are required to follow the
principles set forth in the Bremer Credit Policy and Guidelines which supplement this Code
of Conduct.

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- You may not approve credit, purchases, or other agreements for Bremer if you, a family
member or other relative has a personal or financial interest in the individual or
organization seeking credit or agreements from the Company.

6.     MEDIA CONTACT

- Publications, speeches, media interviews and other public appearances in connection with
Bremer must first be approved internally.

7.     GIVING ADVICE TO
CLIENTS

- Bremers ability to offer many
services is either prohibited or strictly limited by government regulation.

8.     POLITICAL ACTIVITIES

- You are encouraged to participate in political activities on your own time and in
accordance with your own individual desires and political preferences.
- Employees who wish to accept an appointment to public office or file as a candidate for
election need to obtain local management approval.

9.     FRAUD

- Bremer policy prohibits employees from engaging in fraudulent activity.

10.     WORKPLACE ATMOSPHERE

- We treat our fellow employees with respect.
- Misusing controlled substances or selling, manufacturing, distributing, possessing, using
or being under the influence of illegal drugs on the job is prohibited.
- Certain activities, such as participating in Internet gambling, not only distract us from
our work, they are improper in the workplace and may be unlawful.
- Bremer is committed to providing a safe work environment. We will not tolerate any
threatening or hostile behavior that threatens the safety of employees or visitors in the
workplace, and will take immediate and appropriate action against offenders.
- Bremer bans the carrying of guns and other weapons within its facilities by anyone other
than law enforcement and other security officers.
- Employees are expected to treat Bremer property as if it were their own and to not damage,
destroy, or otherwise harm the property of Bremer, its employees, its business partners,
competitors, or others.

11.     CODE OF CONDUCT
ADMINISTRATION

- Employees are required to certify annually their compliance with the Bremer Code of Conduct.

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CODE OF CONDUCT APPROVAL
The Bremer Financial Corporation
board of directors and the boards of all affiliates have approved the principles and
standards discussed in this document. Bremer may change, correct, modify, or revoke any of
the principles and policies discussed in this document or the related procedures at any
time and with or without notice. Bremer will inform employees and others of such changes
as quickly as possible.The Code of Conduct does not alter
your at will employment relationship. This means that we recognize your right
to resign at any time for any reason; similarly, Bremer, or its affiliates, may terminate
any employee, at any time, for any reason.

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All employees and directors are
expected to comply with both the letter and spirit of applicable laws and regulations, as
well as this Code of Conduct, which is designed to guide us in maintaining our principles.
We are all expected to avoid illegal, dishonest, or unethical conduct, or any other
actions that might reflect unfavorably on either our own integrity or that of Bremer.
Whenever the term Bremer is used in this document, it means Bremer Financial
Corporation and all Bremer affiliates and subsidiaries. Whenever the term Bremer
employee is used in this document, it refers to all Bremer directors, officers,
employees, independent contractors, and any other companies or individuals representing
Bremer unless a specific distinction is made in the section.

INTRODUCTION
In addition to our reputation for
creating client, employee, and shareholder satisfaction through innovation, management of
our promises, and participation as a team, Bremer is proud of its tradition of ethical
business practices. The strength of Bremer lies in maintaining mutual respect within
Bremer and between Bremer and its clients, and in preserving our reputation for integrity
that Bremer has earned. Our clients, shareholders, and the community expect us to meet
very high standards. They entrust us with their money, confidential information, and
important aspects of their lives.
The guidelines in this Code of
Conduct reflect our corporate and personal commitment to live up to those expectations.
Many of these guidelines are based on laws and regulations. Others are based on
philosophical and ethical principles that enhance our ability to work together
cooperatively and conduct our business effectively.
You are expected to understand this
Code of Conduct and apply its guidance to your decisions; however, we do not expect this
document to answer every possible question you may have in the course of conducting Bremer
business.

Employee and Director
Responsibilities
You have the following obligations under the Code of Conduct:

- to read and comply with the Code of Conduct;
- to ensure that any required disclosures are made and approvals or exceptions are obtained through the process outlined in
this section;
- to report conflicts of interest to your manager or supervisor or by contacting the Compliance Counsel;
- to report allegations of Code of Conduct violations and suspected improper company activity,
including accounting matters, to your immediate supervisor or to your affiliate CEO, and
- to help ensure that Bremer and each of its affiliates and subsidiaries comply with all
applicable laws, rules and regulations.
- You are also required, when requested, to confirm in writing that you have read a copy of
the Code of Conduct and that you comply with its provisions.

In the interest of confidentiality,
when there is a potential conflict of interest or for other reasons, you may report
allegations of improper company activity regarding accounting matters by calling the Audit
Committee Hotline or by contacting the Compliance Counsel regarding Code of Conduct
violations and other matters. Directors should contact the Compliance Counsel directly

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The current contact information is as
follows:

|Audit Committee Hotline
                (651) 734-4455
                (800) 735-2681 | Connie Weinman, Compliance Counsel 
                        Bremer Service Center
                        MN-001-S233
                8555 Eagle Point Blvd.
                Lake Elmo, MN 
                (651) 734-4456
                email: cgweinman@bremer.com
|------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No retaliationNo employee who reports a concern
regarding questionable accounting, internal accounting controls, auditing, or Code of
Conduct matters shall suffer harassment, retaliation or adverse employment consequences.
An employee who retaliates against someone who has reported a violation in good faith is
subject to discipline. This protection from retaliation is not intended to prohibit
managers or supervisors from acting in the usual scope of their duties and based on valid
performance-related factors.

If you violate any
provision of the Code of Conduct, you will be subject to corrective action, up to and
including termination of your employment.

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FINANCIAL RECORDS

Accounting and
RecordkeepingMaintaining ethical standards,
including appropriate accounting and internal accounting controls, is the responsibility
of every Bremer employee. You are personally responsible for the integrity of the
information, reports and records under your control. You are required to maintain records
in sufficient detail to reflect accurately all Bremer transactions. Bremer complies
with the applicable accounting, recordkeeping, and internal control requirements of
various regulations and the financial reporting requirements of generally accepted
accounting principles.

Accuracy of RecordsIn addition to ensuring all records
are accurate for the purpose of public reporting requirements, we are each responsible for
ensuring that all documents we complete are accurate. In addition to accounting and audit
records, this includes time records, loan documents, telephone records, transaction
records and all other records that are a part of our day-to-day business. All records
should accurately reflect transactions in a timely manner, and errors must be disclosed
and corrected immediately. You are personally responsible for the integrity of the
information, reports, and records under your control. Falsifying documents or failing to
maintain and retain accurate records in accordance with company policies and procedures
will result in disciplinary action, up to and including termination.

Record RetentionFederal and state regulations and
Bremer policies provide guidance relevant to the retention of records; records are
required be retained in accordance with the approved standards. You are prohibited from
destroying any records that are potentially relevant to a violation of law or any
litigation or pending, threatened, or foreseeable government investigation or proceeding.

AuditsBremer controls its conduct through
its managers, administration of its systems of internal controls, and the Bremer Financial
Corporation Audit Committee, which has responsibility for oversight of the internal and
external audit process.

InvestigationsYou are required to cooperate fully
with any appropriately authorized internal or external investigations, internal or
external audits, and regulatory examinations regarding any matter. Making false or
otherwise misleading statements to internal and external auditors, Bremer management
and/or regulators is grounds for immediate termination of employment and may also be a
criminal act that can result in severe penalties. You should never withhold or fail to
communicate information that raises ethical questions that should be brought to the
attention of management.

Public Reporting RequirementsBremer senior executives are
responsible for full, fair, accurate, timely and understandable disclosure in periodic
reports required to be filed by the Company with the SEC, the Federal Reserve, the Office
of the Comptroller of the Currency and other primary regulators of the Company and its
affiliates. In this regard, we must never violate or fail to comply with the
Companys established disclosure controls and procedures or accounting rules and
controls. Accounting records should accurately reflect transactions in a timely manner,
and errors must be corrected immediately. Suspected violations of the Companys
accounting rules and controls or disclosure obligations should be reported to your manager
or the Compliance Counsel. If the instance involves a senior officer or director, you
should report the suspected violation directly to the BFC Audit Committee.

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COMPLIANCE WITH LAWS

We expect all of our employees to
comply with federal, state and local laws and regulations that apply to our business. When
laws or regulations seem unclear or ambiguous, employees should first consult their
immediate manager or supervisor or Compliance Consultant for further clarification.
Special attention must be paid to compliance with the Bank Secrecy Act (BSA) and related
Anti-Money Laundering (AML) laws and regulations. Each of us has a responsibility to
adhere to established policies and procedures that are designed to prevent the
organization from being used as a conduit for money laundering or the funding of terrorist
activity. The penalties for failure to comply with the established federal regulations can
be severe. Individual employees can be convicted of money laundering and can face up to 20
years in prison and both the individual employee and Company can face monetary fines.
Beyond this, Bremer would experience significant reputation damage should the Company be
implicated in a money laundering or terrorist funding event.

CORPORATE INFORMATION
SECURITY

Information about the business of
Bremer is a valuable asset, and we devote significant resources to ensure that such
information is safe, confidential, accurate, reliable, and accessible only to authorized
users. It is the obligation of all employees to protect Bremers proprietary and
confidential information, especially customer Nonpublic Personal Information such as
customer names, Social Security Numbers and account or transaction details.

Bremer protects confidential
information of current, prospective, and former clients, and employees with the same care
and security as funds or valuable physical property. You may not use your position to
obtain information or services for unauthorized purposes. Those who knowingly access,
disclose, modify, copy, or destroy Bremer or customer confidential data without proper
authorization or for improper purposes are in violation of Bremer procedures and may be
subject to disciplinary action, up to and including termination.

Bremers Privacy Policy
prohibits the sharing of confidential and proprietary information with any individual who
is not a Bremer employee and with an employee who does not have a need to know
the information to perform their job responsibilities. Confidential information includes
Bremer financial data that is not publicly available and Bremer proprietary information.
Proprietary information includes all intellectual property created or owned by Bremer such
as policies, forms, and Intranet content. Immediately report any unauthorized requests for
confidential or proprietary information to your supervisor and Bremers Compliance
Counsel.

Employee
Responsibilities for Information SecurityOnly authorized users and systems are
allowed to access Bremer network resources. Because Bremer employees require access to
some or all of the Bremer network to perform their jobs, all employees share in the
responsibility to protect the network and systems. The following standards must be
followed by all persons who are provided access to any Bremer network connected resource:

Passwords

- Select strong passwords, which include letters, numbers, and special characters whenever
possible. Avoid using names or dictionary words in your passwords.
- Never share your network user ID or password with anyone. You are accountable for all
activity that occurs under your user ID.
- Do not write down your access codes and passwords. Change your passwords if you suspect
your user ID has been compromised and contact Information Security immediately.

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Data Protection

- The standard Bremer Screen Saver with password is required to be activated on all Bremer
desktop systems, set to no more than 15 minutes of inactivity.
- Lock your screen when leaving your work area for any length of time. (To access, hit
Control-Alt-Delete and follow menu instructions.)
- Remove sensitive data from your desktop and store confidential information in locked desk
drawers or file cabinets when not using it.
- Do not send sensitive data to outside parties using Outlook or through other unencrypted
email. Email is inherently insecure once it leaves the Bremer network.
- All email and facsimile communications containing sensitive data that are addressed to
non-Bremer employees are required to contain the Bremer Confidential Information notice.
- Shred all documents containing sensitive information.
- Use extreme caution when copying sensitive data to floppy disks or CDs, or when loading
email and other information on PDAs or other data storage devices. This data should be
secured at all times, as it represents a significant Bremer asset.

Report any breach of security or loss
of data (such as a PDA or Laptop computer) immediately to Information Security. The risks
to Bremer from data theft or loss are significant and include both reputation and
regulatory risk from negative publicity, loss of public confidence, and violations of
privacy laws.

Business Communications
and RecordsEmail is intended for correspondence
relating to business. All communications, whether verbal or written, should be conducted
professionally and should adhere to our ethical standards. What we say, write and do
should reflect a clear understanding of Bremers ethical values and expectations and
should demonstrate sound personal judgment. That means being clear, truthful, and
accurate. It also means being respectful. Always avoid exaggeration, colorful language,
guesswork, legal speculation, and derogatory remarks or characterizations of people, or
companies or their products and services. What we say, write or do should preserve or
enhance our integrity and reputation  it should never jeopardize it. This policy
applies to communications of all kinds, including voice mails, e-mail and informal notes
or memos.

Electronic CommunicationsBremer Internet, email, and cellular
phones should be considered a public, visible postcard without any security. Your use of
Intranet and Internet email implies that you are representing Bremer and that the company
authorizes your communications. Bremer may assign work-space, equipment or other Company
property for use in performing your job accountabilities. Company property is not intended
for personal use. Bremer reserves the right to access and/or search workspace and
equipment that has been assigned to you. Equipment owned by employees but used for Bremer
business purposes is not considered private and may be accessed and searched for any
purpose. Company systems are to be used for business purposes; use for personal purposes
is permissible only within reasonable limits and must not interfere with any Bremer
production activity. Access to Bremer eBank and Bremer eStatements is a permissible
personal use.

Monitoring and Reviewing
CommunicationsBremer reserves the right to monitor
employee accounts and electronic forms of communication, including e-mail, telephones,
computer systems and other electronic records for any reason. These records are also
subject to disclosure to law enforcement officials and other regulators, and they are
subject to subpoena and other processes not defined here. You should always ensure that
the business information contained in a message is accurate, appropriate, and lawful. All
company resources, whether

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password protected or not, may be monitored,
printed, read or listened to, or recorded by Bremer to assure that they are being used for
appropriate business purposes, do not violate applicable laws and regulations, or do not
have a significant adverse effect on Bremer or its employees. All information transmitted
by, received from, or stored in the computer systems or on other methods of electronic
storage, including but not limited to email, voice mail, caller identification records,
people locator reports, security system reports, monitoring system reports, computer
memory, and disks are property of Bremer and are subject to inspection by Bremer to assure
that they are being used as required by this Code of Conduct. In addition, Bremer
prohibits unauthorized recordings of conversations and meetings.

BY ACCEPTING EMPLOYMENT WITH
BREMER, YOU ACKNOWLEDGE AND CONSENT TO BREMERS MONITORING, AS DESCRIBED IN THIS CODE
OF CONDUCT, OF YOUR USE OF EMPLOYEE ACCOUNTS AND ELECTRONIC FORMS OF COMMUNICATION,
INCLUDING E-MAIL, TELEPHONES, COMPUTER SYSTEMS AND OTHER ELECTRONIC RECORDS FOR ANY
REASON. YOU ACKNOWLEDGE THAT YOU DO NOT HAVE ANY PRIVACY RIGHT IN ANY EMPLOYEE
ACCOUNTS AND ELECTRONIC FORMS OF COMMUNICATION, INCLUDING E-MAIL, TELEPHONES, COMPUTER
SYSTEMS AND OTHER ELECTRONIC RECORDS, HOWEVER CREATED, SENT, RECEIVED, ACCESSED, OR
STORED.

Bremer Technology
Resource Usage GuidelinesBremer has made significant
investments in Technology resources with the goal of improving productivity for our
employees and service levels for our customers. Inappropriate use of these systems can
degrade performance, damage systems, and expose Bremer to significant risks. In order to
manage and control the risks, you are required to comply with the following standards when
using any Bremer network resource:

Internet Use

- Accessing the Internet consumes valuable bandwidth and must be reserved for appropriate
business purposes. The following resource and bandwidth intensive activities are
prohibited on the Bremer network.
Downloading Video or Audio files that are not required to perform your job.Viewing or listening to streaming media, such as video clips or online radio stations,
unless specifically required to perform your job.Scanning or probing the network or the Internet to search for systems or security vulnerabilities.
- Downloading Video or Audio files that are not required to perform your job.
- Viewing or listening to streaming media, such as video clips or online radio stations,
unless specifically required to perform your job.
- Scanning or probing the network or the Internet to search for systems or security vulnerabilities.
- Connecting to the Internet exposes Bremer systems and employees to significant security and other risks and provides
access to web content that is out of our control. The following activities are prohibited:
Participating in online forums or chat rooms that are not specifically business related and necessary to perform you job.Representing yourself as an agent of Bremer in an online community or forum without pre-approval from Bremer Compliance Counsil.Posting or making threatening, harassing, or offensive statements or materials in any
electronic forum, whether internal or external to Bremer.Conducting any business activity that is not directly related to your responsibilities as
a Bremer employee. Use of Bremer resources for a non-profit activity not officially
sponsored by Bremer requires the approval of your affiliate executive.Accessing or viewing inappropriate or offensive materials, including pornography or hate speech.Internet Chat programs such as AOL Instant Messenger and MSN or Yahoo Messenger are a
frequent access point for malicious activity and are not supported. Loading these programs
is prohibited without prior written approval from BITS.Accessing content that is not related to your Bremer job functions, such as shopping, game, or entertainment sites.
- Participating in online forums or chat rooms that are not specifically business related and necessary to perform you job.
- Representing yourself as an agent of Bremer in an online community or forum without pre-approval from Bremer Compliance Counsil.
- Posting or making threatening, harassing, or offensive statements or materials in any
electronic forum, whether internal or external to Bremer.
- Conducting any business activity that is not directly related to your responsibilities as
a Bremer employee. Use of Bremer resources for a non-profit activity not officially
sponsored by Bremer requires the approval of your affiliate executive.
- Accessing or viewing inappropriate or offensive materials, including pornography or hate speech.
- Internet Chat programs such as AOL Instant Messenger and MSN or Yahoo Messenger are a
frequent access point for malicious activity and are not supported. Loading these programs
is prohibited without prior written approval from BITS.
- Accessing content that is not related to your Bremer job functions, such as shopping, game, or entertainment sites.

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Email Use

- Email has become an indispensable business tool, but due to its general lack of security,
the instantaneous nature of its transmission, and its identifiable credibility since it
comes from the Bremer.com domain, it also represents an area of potential risk. All users
of Bremer email systems are required to comply with the following:

Confidential information may not be sent using Outlook.Sending unsolicited or unauthorized messages from Bremer email systems is considered SPAM
and is prohibited. This includes forwarding chain letters, jokes, or other non-business
materials to one or more persons inside or outside of Bremer.Using Bremer email systems for non-work activities to imply that you are acting in an
official capacity or that Bremer supports your activities is not allowed.Sending offensive, harassing, abusive, libelous, obscene, or threatening materials
or messages to anyone will not be tolerated.Sending messages with a forged or spoofed header or that otherwise disguises the origin of
the message gives the appearance of malicious intent and is not allowed.
- Confidential information may not be sent using Outlook.
- Sending unsolicited or unauthorized messages from Bremer email systems is considered SPAM
and is prohibited. This includes forwarding chain letters, jokes, or other non-business
materials to one or more persons inside or outside of Bremer.
- Using Bremer email systems for non-work activities to imply that you are acting in an
official capacity or that Bremer supports your activities is not allowed.
- Sending offensive, harassing, abusive, libelous, obscene, or threatening materials
or messages to anyone will not be tolerated.
- Sending messages with a forged or spoofed header or that otherwise disguises the origin of
the message gives the appearance of malicious intent and is not allowed.

Other Usage Considerations

- You are also prohibited from:
Loading or copying software for which Bremer does not own a license. Bremer respects all
copyrights and will not tolerate theft of copyrighted materials.Loading any software or changing any system configuration without approval of BITS. This
includes downloading programs from the Internet, such as browser plugins, viewers,
shopping assistants, etc.Making any unauthorized copies of any software under any circumstances. Anyone found
copying software other than for backup purposes is subject to disciplinary action.Probing, scanning, or otherwise attempting to access any Bremer or third party system
where you do not have explicit authorization to access or connect to that resource is
prohibited.Loading or using hacking utilities, such as password crackers or keystroke loggers, is
considered a malicious act, as is creating or distributing virus, trojans, or worms.Testing security systems to see what might happen.Accessing data or systems for personal purposes. Viewing data (for example, account
information or credit report data) without a legitimate business need violates the
personal privacy rights of others as well as federal law.
- Loading or copying software for which Bremer does not own a license. Bremer respects all
copyrights and will not tolerate theft of copyrighted materials.
- Loading any software or changing any system configuration without approval of BITS. This
includes downloading programs from the Internet, such as browser plugins, viewers,
shopping assistants, etc.
- Making any unauthorized copies of any software under any circumstances. Anyone found
copying software other than for backup purposes is subject to disciplinary action.
- Probing, scanning, or otherwise attempting to access any Bremer or third party system
where you do not have explicit authorization to access or connect to that resource is
prohibited.
- Loading or using hacking utilities, such as password crackers or keystroke loggers, is
considered a malicious act, as is creating or distributing virus, trojans, or worms.
- Testing security systems to see what might happen.
- Accessing data or systems for personal purposes. Viewing data (for example, account
information or credit report data) without a legitimate business need violates the
personal privacy rights of others as well as federal law.

Termination Of EmploymentEmployees and directors may not use,
divulge or disclose Proprietary Information to any third party. Under no circumstances
should an employee or director reveal or permit this information to become known by any
competitor of Bremer, or any other third party, either during or after employment or
service as a director. If employment with Bremer ends, individuals must return all
Proprietary Information, including information that may have been retained in personal
items (such as electronic devices or home computers). Bremer client lists and other
Proprietary Information about clients and employees are to be treated as highly
confidential in all cases. This information may not be disclosed to any third party or
used for any purpose other than performance of your Bremer duties either during or after
employment or service as a director. Unauthorized use or duplication of client lists and
other information (including copies in electronic form) is expressly forbidden.

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PROTECTING OUR INTEGRITY
Bremer is committed to dealing fairly
with its customers, suppliers, competitors and employees. No person may take unfair
advantage of anyone through manipulation, concealment, abuse of confidential information,
misrepresentation of material facts or other unfair dealing practice.

You must be sensitive to any
activities, interests or relationships that might interfere with, or even appear to
interfere with, your ability to act in the best interests of Bremer and its customers. The
following examples are only some of the areas in which real or perceived conflicts of
interest may arise. Because it is impossible to describe every potential conflict, we rely
on you commitment to exercise sound judgment, to seek advice where appropriate, and to
adhere to the highest ethical standards in the conduct of your professional and personal
affairs.

Avoiding conflicts of
interestBremer employees and directors shall
refrain from the following activities under all circumstances:

- Soliciting and accepting gifts from individuals or companies when the gifts are offered
solely based on Bremer employment (gifts which qualify as permissible exceptions are
exempt from this prohibition).
- Participating in Bremer decisions which could directly or indirectly affect you or your family.
- Knowingly allowing a family member to conduct activities that could create a conflict of interest with Bremer.
- Using inside information when making personal or company related investment decisions,
or providing such information to others
- Using your association with Bremer for personal gain (beyond authorized compensation and benefits).
- Using Bremer property, services, information, or influence for your own or for anothers personal advantage.

You have a responsibility to disclose
information that otherwise might be considered private or personal when a conflict of
interest exists or is suspected. You are required to report potential conflicts of
interest, at the time they arise, and to avoid conflicts of interest, including situations
where there might be an appearance there is, or could be, a conflict of interest. Do not
participate in activities or transactions that have the potential of becoming a conflict
of interest without prior written approval from your affiliate CEO. If you disagree with
managements decision, you must still comply with the decision.

Outside DirectorshipsBremer employees are encouraged to
take part in community and charitable activities where they live and work. Directorships
that pose a conflict of interest  or create the appearance of a conflict of interest
 are to be avoided. To avoid a potential conflict of interest you may not, without
the approval of your affiliate CEO, serve on the board of an entity that competes with
Bremer, is in al default to Bremer on a loan, contract or other obligation, or is involved
in a controversy or litigation with Bremer.

If an apparent or actual conflict of
interest develops and cannot be immediately resolved, you are required to immediately
notify your manager, and you may be required to promptly withdraw from service as a
director of the outside corporation or organization. In all cases, managements
knowledge and approval of the appointment or candidacy does not imply that you are serving
at the direction or desire of Bremer, nor does it imply Bremers endorsement of the
organization or its purposes. You should also be aware that you have sole responsibility
for your actions and that Bremer does not provide indemnification for employees who serve
as directors of outside entities unless such service is approved in writing by Bremer.

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Antitrust and banking laws prohibit
certain interlocking corporate directorships and management positions. All candidacies or
appointments to boards must be approved in advance by the affiliate CEO. Directors of any
Bremer affiliate are required to request the written approval of the affiliate CEO prior
to accepting board membership of any board of a financial services company.

Directors and employees are required
to abstain from, and not be physically present during, negotiations, preparations,
recommendations, or approvals of any extensions of credit or other business transactions
between Bremer and any organization with which the director or employee is affiliated.

Outside Employment.  Your
primary employment obligation is to Bremer. Any outside activity, such as a second job or
self-employment, must be kept completely separate from your activities with Bremer, and
you are required to disclose it to your manager. You may not use Bremer clients, vendors,
time, name, influence, assets, facilities, materials, or services of other employees for
outside activities unless specifically authorized by your manager, as in certain volunteer
and community work. The outside employment or business may not involve an activity or
business that competes with Bremer or causes an actual or potential conflict of interest.

Fiduciary Appointments. 
Employees may accept fiduciary appointments (such as executor, administrator, guardian,
trustee, and testamentary trustee) only for family members. Family members include spouse,
child, parent, grandparent, sibling, parent-in-law, or any other individual with whom you
have an especially close relationship. You are required to receive prior written approval
for any exception to this guidance from executive management of your affiliate. Approval
of an exception to this policy shall not imply that you are serving at the direction or
request of Bremer.

Additionally, employees may not
accept appointments as attorney-in-fact under general powers of attorney if the power of
attorney allows you to use your own discretion in handling client funds. Exceptions to
this restriction may be approved only if required in the ordinary course of business in
fiduciary accounts and for family members.

Employees may carry out client
instructions that specify handling of the clients accounts when authorization has
been obtained in writing from the client.

Inheritance under Wills
or Trusts or POD AccountsYou or your immediate family members
may not receive any inheritance from a client unless the client is a family member or you
have never dealt with the client as a representative of Bremer. Payable on Death (POD)
designations by clients (other than family members) require prior written disclosure and
approval of executive management. If you know you have been named as a beneficiary in a
prohibited situation, immediately notify your manager.

Handling Personal
TransactionsEmployees are encouraged to select
Bremer affiliates for their financial services needs. You are expected to handle your
personal financial matters with prudence at all times. In general, your personal finances
are private. However, because you represent Bremer, it is important that you manage your
personal finances properly and in a prudent manner.

If you are having financial
difficulties, you may talk to Employee Assistance Program (EAP), which can provide
confidential financial advice and referrals to community resources.

Although many of Bremers
financial services are provided to employees at no cost or at favorable rates, you are
expected to properly manage the use of those services. Misuse of Bremer financial services
will result in the same penalties or restrictions that apply to outside customers. For
example, if you repeatedly

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issue
checks for more than the collected funds balance in your checking account, your checking
account will be closed.

In addition, some types of conduct
are serious enough to warrant immediate termination of employment, such as check kiting
(floating funds between two or more different accounts to cover withdrawals) or making
false ATM deposits to receive immediate cash.

Bremer reserves the right to review
all employee accounts at any Bremer bank or any other subsidiaries or affiliates for
unusual activity, both regularly and during investigations involving potential losses.

Entering and Approving
Personal Financial TransactionsYou must transact all personal
financial business with Bremer following the same procedures that are used by customers
and from the customer side of the window or desk. You are not allowed to handle or approve
your own transactions, or transactions on accounts over which you have any ownership
interest, control or signing authority or transactions for a family member. This includes
transactions for a business if you own that business. These transactions must be handled
by personnel other than the employee for whom the transaction is conducted. Any employee
found transacting personal business for him or herself will be assumed to be in violation
of the Code of Conduct and internal operating policy and procedures and will be subject to
disciplinary action.

Monetary and
non-monetary transactions must be processed by another employee. This includes but is not
limited to transactions such as loans or any form of credit extension; checks and
withdrawals; deposits; changes of address; increasing ATM card limits; and changing
overdraft (OD) limit codes.

If your transaction requires
approval, the approval must come from the next higher level of authority. You may
never request approval of personal transactions by a co-worker or by anyone you directly
or indirectly supervise.

This restriction does not apply to
personal security transactions by registered representatives. These employees are
permitted to process transactions permissible under the NASD rules.

Family members
include a spouse, parents, children, grandparents, siblings, and in-laws. You may not
conduct business on behalf of Bremer with family members or an organization with which you
or your family members are associated.

Overdrafts, Fees and
Service ChargesYou may not approve overdrafts or
reverse or waive fees or service charges for any of the following: your own accounts;
accounts in which you have an interest; accounts of family members, other relatives and
close friends; accounts of members of your household, including roommates and other
unrelated individuals; and accounts of companies controlled by you, your family members,
other relatives and close friends.

In addition, the decision to pay or
waive charges for your own overdraft must not be made by an employee you directly or
indirectly supervise. This is intended to prevent situations where one employee could
exert either purposeful or inadvertent pressure on another employee to pay an overdraft or
waive or reduce charges merely because of their job relationship.

Your role as a treasurer or officer
of a corporation, municipality, county, political fund, or nonprofit corporation does not
warrant or justify relationship rate concessions for your personal borrowing or fee
waivers on other forms of business which are not available to similarly situated
customers.

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Signing on Client
AccountsYou may not sign on clients
accounts, act as co-tenant of clients safe deposit boxes, or otherwise represent
clients without prior written executive management approval. This prohibition does not
include clients who are also family members.

Business ExpensesYou may not approve your own expenses
or request approval of those expenses by anyone who reports directly or indirectly to you.
Approval of expenses must be obtained in accordance with Bremer policy.

Corporate Credit CardsA corporate credit card may be used
for business-related expenses only and may not be used to secure personal cash advances or
for personal purchases. Misuse of any corporate credit card or repeated late payments may
be grounds for denying future use of the card or other forms of disciplinary action,
including termination. When an employee terminates, any balance owed on the account must
be reconciled and payment arranged. If necessary, Bremer will apply employee expense
reimbursements to the outstanding corporate credit card balance to ensure payment of a
corporate credit card. Falsifying business-related expenses constitutes grounds for
termination.

Incentive PlansBremer believes that incentive plans
provide employees an opportunity to earn financial rewards for performing at their highest
level while executing their jobs in the best interests of the shareholders and clients.
Employees may not at any time attempt to circumvent the incentive programs by creating
bogus sales or transactions or by sharing business with others in the Company in order to
meet respective incentive programs. Furthermore, client sales must be based on the
requests or needs of the clients at all times, as opposed to those that will meet
incentive program goals. Behavior intended to circumvent the incentive systems, or to
create false results, will be grounds for disciplinary action up to and including
termination.

Accepting or Giving GiftsYou and your family members must not
accept gifts from or participate in activities with (including services, discounts,
entertainment, travel or promotional materials) an actual or potential client or vendor or
from business or professional people to whom you do or may refer business unless the gift
or activity was in accordance with accepted, lawful business practices and is of
sufficiently limited value that no possible inference can be drawn that the gift or
activity could influence you in the performance of your duties for Bremer. It is unlawful
for you to corruptly seek or accept anything of value from any person, intending to be
influenced or rewarded in connection with any business or transaction of Bremer. This rule
applies to all employees, including, but not limited to, those involved in recommending or
making decisions related to pricing of services sold by the company; extensions of credit;
and purchase of goods or services from outside vendors.

Gift RestrictionsMoney Money (cash,
check, money order or electronic funds) must never be accepted or given.

Giving Gifts  Employees
who wish to give gifts to vendors or clients must follow standard expense authorization
procedures. Gifts valued at more than $300 to a current or potential client within any
calendar year must be approved, in writing, by your manager.

Employees who wish to give personal
gifts to other employees must follow the general guideline that the gift be made in
accordance with accepted business practices and is of sufficiently limited value that the
gift could not influence the giver or the receiver in the performance of their company
duties, nor create actual or perceived pressure to reciprocate.

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Accepting Gifts  You may
not accept gifts, gifts cards or gift certificates worth more than $300 from a current or
potential client, vendor or their agent within any calendar year. However, the following
items are not subject to the $300 limit:

- gifts based on obvious family or personal relationships when it is clear that the relationship, and not the
companys business, is the basis for the gift;
- discounts or rebates on merchandise or services from an actual or potential client or
vendor if they are comparable to and do not exceed the discount or rebate generally given
by the client or vendor to others; or
- awards from civic, charitable,
educational or religious organizations for recognition of service and accomplishment; or
- gifts of tickets to sporting or other entertainment events, provided the aggregate value
to you and your guests is not more than $300 per client or vendor per year.

Activities with Clients
or VendorsActivities with existing or potential
clients or vendors that are paid for by them (including meals, sporting events and other
entertainment, as well as trips to client and vendor sites, exhibits and other activities)
may be accepted only if the activity is a customary, accepted and lawful business practice
and is of sufficiently limited value that no possible inference can be draw that
participating in the activity could influence you in the performance of your Bremer
duties.

If you have any doubt about the
propriety of participating in an activity offered by a client or a vendor, you should
consult with your manager before accepting the offer. If the activity includes travel paid
for by a client or vendor, you must obtain management approval before accepting the trip.

If after weighing all these factors,
you determine that it is appropriate to accept the offered hospitality, you may do so. If
you are unsure, it is your responsibility to request and receive prior approval from your
manager or consult with Compliance Counsel. If there is something unusual about the nature
of the circumstances of the hospitality being offered, you should request executive
management approval. Bremer has no dollar limits on the value of hospitality that may be
accepted.

Reporting of Offers.  You
should immediately report to your manager and Compliance Counsel any offers made to you of
gifts, hospitality, entertainment, payments, or preferential treatment that would violate
this Code of Conduct and applicable laws and regulations, even if you declined the offer.

Other Financial Institutions. 
Federal law provides that employees of all financial institutions cannot offer, give,
solicit, or accept anything of value to or from an employee of another
financial institution in connection with any transaction or business. In some
circumstances, consistent with the Code of Conduct, it may be appropriate to provide
normal business amenities.

Unpaid Outside Activities. 
Employees may provide unpaid special services outside Bremer, such as giving speeches,
serving on advisory committees, providing consulting services, and authorship of
professional articles. Before committing to any of this type of engagement, you must
obtain written approval from your business unit manager. Written articles and speeches
should be submitted to the director of corporate communications for review prior to
presentation and/or publication. Proprietary information about Bremer or its business must
be kept confidential and should not be included in any articles or speeches until it is
known by or available to the public.

Payments for Outside
Activities.  From time to time, employees may be offered payment or reimbursement of
expenses for special engagements or services rendered outside Bremer for activities

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described above.  Reasonable compensation or reimbursement received
in this manner may be accepted if it
is earned and if it does not constitute an attempt to avoid the prohibitions outlined
regarding gifts, gratuities, and hospitality. If the offered compensation or reimbursement
exceeds $300, you must obtain prior written approval from your business unit manager.

Federal GovernmentSpecial rules may apply when dealing
with state or local officials, and special rules do apply when dealing with federal
government officials. Bremer employees are prohibited from offering, giving, soliciting,
or accepting bribes, kickbacks, extraordinary commissions, or other things of value for
favored treatment or reward by governments, businesses, or individuals.

Fees or commissions must be paid only
for clearly stated business purposes. Hospitality at meals, business meetings, and social
events may be extended by you if it is appropriate to the situation and would not
compromise Bremer, yourself, or the recipient.

Engaging ProfessionalsThe services of lawyers, accountants,
consultants, brokers, dealers, and other professionals are to be chosen on the basis of
qualifications, competency, quality, price, and benefit to Bremer and not merely on the
basis of personal or client relationships. You may not retain any family member or other
relative to perform services for Bremer without disclosure of your relationship and prior
executive management approval.

BribesIt is Bremers intent to fully
comply with the anti-bribery provisions of the Foreign Corrupt Practices Act, which makes
it a criminal offense for any US enterprise to offer a bribe to a foreign official,
foreign political party, party official, or candidate for political office for the purpose
of obtaining, retaining, or directing business to any person, whether or not that person
is the one making the bribe. A bribe may take the form of an offer, payment, promise to
pay, or authorization of the payment of money or anything of value.

It also prohibits offering any money
or anything of value to any person (foreign or US) while knowing or having reason to know
that all or a portion of such money or thing of value will be used for purposes specified
in the Act.

Employment of Family
Members or Other RelativesGenerally, a family member should not
supervise (including involvement in performance evaluation or compensation decisions) a
family member, other relative, or other person with whom the manager has a close personal
relationship. Affected supervisors or managers should not exercise combining levels of
authority or approvals of actions by family members or other affected employees. Care
should be taken to avoid a conflict or the appearance of a conflict of interest.

Personal Investments and
Inside InformationWhile it is recognized that Bremer
employees have the right to make personal investments, sound judgment must be exercised to
avoid any financial involvement that is illegal, might convey the appearance of
impropriety, or might be contrary to the best interest of Bremer.

No employee may attempt to profit
from material, nonpublic information about Bremer, any client, any vendor, or any other
company. Bremer employees may not use material inside information about any company;
communicate that information to others; or buy, sell, or recommend the purchase or sale of
that companys securities until that information is available to the general public.
Employees may not use the information for their own benefit, or the benefit of their
relatives or acquaintances. Employees who

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routinely
may be aware of inside information about a specific public Bremer client or vendor should
not purchase that financial institutions or vendors securities.

Employees who open a margin
account with any securities broker/dealer registered with the SEC may be asked to
provide the broker/dealer with evidence of permission to open such an account from their
employer. You should ask the broker/dealer to provide a form of letter for your manager to
print on Bremer letterhead. Your business unit manager is authorized to sign this letter.
You should send a signed copy to Human Resources to be retained in your personnel file.

NOTE: Certain employees with
fiduciary investment account knowledge or discretion responsibilities must also consult
the Bremer Trust Policy Manual for additional restrictions.

Investments in
Securities of Publicly or Non-Publicly Held and Traded CorporationsExcept as provided below, prior
approval is required before any employee or member of his or her immediate family may
invest in stock or business of a client, borrower, key supplier, or competitor. When such
relationships commence after the employee has made the investment, the disclosure should
be made to your immediate supervisor.

Employees may invest in securities of
publicly or non-publicly held and traded corporations without prior disclosure if:

- The employee does not represent Bremer in dealings with the corporation;
- The shares acquired do not exceed five percent of the total shares issued and outstanding; and
- The employee does not possess or is not routinely aware of material inside information.

Transactions Not
Available to the General PublicBusiness transactions by an employee
with a Bremer client or vendor that are not available to the general public or all Bremer
employees require prior written approval by management. Clients and vendors are those
individuals and organizations who conduct business with Bremer.

Transactions Involving
Bremer Owned or Managed PropertyBremer employees and their family
members may not enter into transactions involving the investment in or purchase of
personal or real property or stock that is owned or managed by Bremer unless no undue
advantage arises from the employees association with Bremer or Bremer has a specific
program that allows for such purpose. From time to time, foreclosed, repossessed and
excess property may be offered for sale to a group of Bremer employees; these transactions
are generally permissible if they are offered on terms that are favorable to Bremer.

Transactions involving the purchase
of fiduciary property or assets require prior approval by Compliance Counsel and may
require approval by the account owner or the court and the Trust committee. Approval will
generally be denied because of the potential for a conflict of interest arising from such
a situation.

Taking Advantage of a
Business Opportunity that Rightfully Belongs to BremerEmployees may not take for their own
advantage an opportunity that rightfully belongs to Bremer or help others to do so, even
if they may be in a position to divert the opportunity for their benefit or the benefit of
others. Whenever Bremer has been actively soliciting a business opportunity or the
opportunity has been offered to it, or its funds, or its facilities; or personnel have
been used in pursuing the opportunity, the opportunity rightfully belongs to Bremer.

Antitrust considerationsAny activities that violate or appear
to violate antitrust laws must be avoided. You are prohibited from entering into
arrangements with competitors to set or control prices, rates, trade practices or
marketing

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policies.
You must avoid any situation in which it might even appear that you have entered
into such an arrangement. You also must avoid conversations with competitors
regarding pricing, trade practices, marketing policies, or similar information.
Employees should consult with Compliance Counsel before engaging in any action
or conversation that could have antitrust implications.

Tying and Exclusive
DealingsAntitrust laws specify that insured
depository institutions and their holding companies may not extend credit, lease or sell
property of any kind, furnish any service, or vary the price of any of those on the
condition or requirement that the client either:

- Obtain some additional credit, property, or service from Bremer;
- Provide some additional credit, property, or service to Bremer; or
- Refrain from obtaining some other credit, property, or service from a competitor of Bremer.


These
prohibitions do not preclude cross-selling products. You may always ask for the business.

LENDINGEmployees with responsibility for
making credit decisions are required to follow the principles set forth in the Bremer
Credit Policy and Guidelines which supplement this Code of Conduct. Certain lending
practices are prohibited by law and/or Bremer Credit Policy. For purposes of this section,
the term lender refers to any employee who has lending authority as well as
those who recommend approval.

Personal Financial
Involvement in Extending CreditExcept for normal credit extended by
merchants to cover purchases of goods or services, you must not borrow from any Bremer
client or vendor, even at the clients suggestion, unless the client is a family
member or other relative or a recognized lending institution and the terms are comparable
to the terms the institution offers to other borrowers.

You must not lend personal funds to,
cosign, endorse, guarantee or otherwise assume responsibility for the borrowings of any
Bremer client or vendor unless the client or vendor is a family member or other relative.

If a client has funds to invest, you
may not propose that the client lend the funds to you or otherwise offer investment advice
unless you are licensed or authorized to do so.

Employees in a direct or indirect
reporting or auditing relationship must not lend money to or borrow money from other
Bremer employees.

You may not accept for yourself any
type of payment from a client or other individual or entity for obtaining or trying to
obtain a loan from a Bremer Bank.

You may not approve credit,
purchases, or other agreements for Bremer if you, a family member or other relative has a
personal or financial interest in the individual or organization seeking credit or
agreements from the Company.

Granting of Preferential
TermsIt is Bremer policy that its lending
services are available to serve the legitimate and deserving credit needs of clients on an
equitable basis. Concessions of rate or other terms must be based solely on a
borrowers credit-worthiness and overall client relationship with Bremer, or
otherwise in accordance with Bremer policy; a lender with approval authority must approve
these.

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Loans to Executive
Officers and DirectorsLoans to executive officers and
directors of Bremer are subject to the restrictions of Regulation O. (See the Bremer
Credit Policy for additional information.)

Loans to Bank Examiners
and External AuditorsFederal law prohibits any director,
officer, or employee of an FDIC-insured institution from granting any loan or gratuity to
any public bank examiner who examines or has the authority to examine Bremer.

Generally, public accounting firms
auditors are precluded by their professional standards from participating in transactions
with financial institutions for which they have audit responsibility.

MEDIA CONTACTAny communications with or disclosure
of information to the media must be in accord with the procedures established by the
corporate communications department. Bremer will disclose any news or information that
might reasonably be expected to materially affect the market for its securities and will
keep its shareholders properly informed of Bremers progress, positions and goals. In
general, all media inquiries should be directed to the director of the communications
department.

Use of Bremer NameEmployees must have written
communications management permission before using Bremers name, products,
signatures, or influence in any way that indicates or appears to indicate any connection
or endorsement between Bremer and any outside activities or businesses. In addition,
employees are required to obtain approval from the communication departments
director or assigned communications department personnel before granting an interview to
any media representatives.

GIVING ADVICE TO CLIENTSBremers ability to offer many
services is either prohibited or strictly limited by government regulation.

Legal AdviceEmployees are prohibited from giving
legal advice or regulatory advice to clients or prospects. For example, the Bank Secrecy
Act prohibits employees from giving advice to clients regarding how to structure deposits
to avoid reporting of cash transactions. Care must also be exercised in conversations with
clients and prospects to be sure that nothing is said that might be interpreted as legal
advice.

Tax or Investment AdviceYou may not give clients advice on
tax inquiries or the preparation of tax returns. Clients should be directed to their tax
advisors to answer questions. Licensed registered investment managers and fiduciary
employees in the ordinary course of their duties are the only Bremer employees authorized
to provide investment advice.

Recommending Other Firms
to ClientsYou may occasionally be requested to
recommend others who provide professional services. Typically, such requests involve
attorneys, accountants, and real estate agents. Generally a minimum of two qualified
referrals should be made without indicating favoritism.

Under no circumstances may a fee or
other consideration be accepted in return for a referral or recommendation to a company
outside Bremer, unless it is in conjunction with a previously approved joint marketing
program.

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# POLITICAL ACTIVITIES

Participation in
Political ActivitiesYou are encouraged to participate in
political activities on your own time and in accordance with your own individual desires
and political preferences. When engaging in political activities that are apart from
official responsibilities of your job, you should make it clear that you are acting as an
individual and not as a representative of Bremer.

Employees who write letters
expressing personal opinions to elected officials or political bodies must make it clear
that the position is a personal opinion and does not reflect a position being taken by
Bremer. Bremer resources (letterhead, titles, postage, and time) may not be used for such
correspondence. If Bremer e-mail is used, you are required to state that the opinions
expressed are your personal opinions and not the opinions of Bremer.

This guidance does not preclude
employees, with executive management approval, from corresponding on behalf of Bremer to
express support for Bremer positions on key issues in connection with our business. In
that instance, Bremer resources may be used.

Holding Public OfficeEmployees who wish to accept an
appointment to public office or file as a candidate for election need to first obtain
prior written management approval to avoid any potential or actual conflict of interest.
Contact your executive manager for this approval.

Solicitation and
CampaigningBremer employees may not solicit
campaign funds or engage in any other form of campaigning on Bremer premises, nor may
candidates for public office be authorized to distribute campaign material or actually
campaign on Bremer premises. Bremer employees may not solicit personal political
contributions from clients or vendors.

ContributionsNo employee is authorized to make any
direct or indirect political contribution on behalf of Bremer. Employees are free to make
personal contributions to candidates and political parties of their own choice.

FRAUDBremer policy prohibits employees
from engaging in fraudulent activity. Bremer has established procedures to be followed
concerning the recognition, reporting, and investigation of suspected fraud.

Fraud includes, but is not limited
to, such actions as:

- Dishonest or fraudulent acts.
- Embezzlement.
- Forgery or alteration of negotiable instruments, such as Bremer checks and drafts.
- Misappropriation of Bremer, employees, client, partner, or supplier assets.
- Conversion to personal use of cash, securities, supplies, or any other Bremer asset.
- Unauthorized handling or reporting of Bremer transactions.
- Falsification of Bremer records or financial statements for personal or other reasons.

Fraudulent activity can include
actions committed by an employee that injure clients and vendors, as well as those that
injure Bremer and its employees. As a result, Bremer will pursue legal and criminal

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prosecution
in all instances of fraud with the objective of fully recovering all
misappropriated funds and punishing the offender.

Any employee or agent who suspects
that any fraudulent activity may have occurred is required to immediately report such
concern to your affiliate executive officer, the Compliance Counsel or the BFC Audit
Committee Hotline , named earlier in this Code of Conduct. Such allegations, if proven to
be factual, will lead to the dismissal of the employee, the involvement of local law
enforcement, and actions to recover company funds.

Under federal law, any bank can be
held criminally liable when one of its employees, directors, or agents commits a crime.
Accordingly, any employee who has knowledge or information about another employee,
director, or agent of Bremer that he or she believes might be involved in a crime (whether
or not Bremer is victimized) must promptly report the relevant facts to the Compliance
Counsel. While reports may be made anonymously, personal reports are preferable to
facilitate follow up and resolution of the issue. You will not be retaliated against for
reporting information in good faith in accordance with this procedure.

Additionally, under federal law, any
crime against a financial institution must be reported to its regulators. You should be
alert to situations that could constitute criminal wrongdoing of which Bremer may be a
victim. All employees have a responsibility to identify and report the relevant facts to
their manager who will follow Bremer procedures for investigation and reporting.

Whenever there is a known or
suspected crime, Bremer works closely with the appropriate law enforcement and regulatory
agencies.

# WORKPLACE ATMOSPHERE

PrivacyYou are expected to respect the
personal privacy of your fellow employees in all matters. You are prohibited from taking
photographs or video of a fellow employee without the knowledge and consent of the
employee. Cell phone cameras, and other miniature cameras, may not be used within any
Bremer facility.

Alcohol, Illegal Drugs,
and Controlled SubstancesTo meet our responsibilities to our
fellow employees and clients, Bremer must maintain a healthy and productive work
environment. Misusing controlled substances or selling, manufacturing, distributing,
possessing, using or being under the influence of illegal drugs on the job is prohibited.
This prohibition does not include legally obtained medications or prescriptions used as
directed by a medical practitioner.

Employees are prohibited from
operating equipment or driving or riding in a company vehicle or a vehicle being used
while on company business (including personal vehicles) while under the influence of
alcohol, illegal drugs, or controlled substances.

The affiliate CEO must authorize
serving alcohol on company premises.

GamblingCertain activities, such as
participating in Internet gambling, not only distract us from our work, they are improper
in the workplace and may be unlawful. No gambling may be conducted on company premises or
while conducting company business. This prohibition does not apply to pools that are
conducted within a small work group or at a single location without using Bremer email or
Intranet.

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Threatening or Hostile
BehaviorBremer is committed to providing a
safe work environment. We will not tolerate any threatening or hostile behavior that
threatens the safety of employees or visitors in the workplace, and we will take immediate
and appropriate action against offenders, up to and including termination and criminal
prosecution. Bremer specifically prohibits employees from engaging in any assaults,
hostile physical contact or intimidation, fighting, verbal threats of physical harm or
violence, or any other actions that are threatening, hostile, or abusive in nature while
on company property or on company business. Each employee is responsible for reporting
acts of violence or threatening behavior to his or her supervisor, affiliate CEO or local
Human Resources representative. Any person who engages in, or threatens to engage in,
violent acts will be removed from the premises as soon as safety permits and shall remain
off company premises pending the outcome of any investigation. At that time, Bremer
affiliate management will determine the appropriate action to be taken.

WeaponsBremer bans the carrying of guns
within its facilities by anyone other than law enforcement and other security officers.
The carrying or possession of handguns (even with a permit or license), other fire arms or
any other weapons by employees while in a company facility is a violation of this Code of
Conduct. Employees are also prohibited from carrying weapons in company vehicles while
conducting company business. Employees are prohibited from storing any weapon in an
office, desk, locker, purse, briefcase, or any other repository within a Bremer facility.
Employees are further prohibited from using any tool, supply, or other resource in a
manner that implies it is a weapon. If you know of any employee or visitor possessing a
weapon within any company facility, you are encouraged to immediately discuss your
concerns with your supervisor. Affiliate management may request the assistance of law
enforcement if it believes that an employee is in violation of this prohibition.

Destruction of PropertyEmployees are expected to treat
Bremer property as if it were their own and not to damage, destroy, or otherwise harm the
property of Bremer, its employees, its business partners, competitors, or others.

CODE OF CONDUCT
ADMINISTRATIONBremer Compliance Counsel and the
Director of Human Resources are responsible for maintaining the Code of Conduct and
overseeing the administration and interpretation of the Code.

Affiliate CEO
ResponsibilityEach affiliate CEO is responsible for
Code of Conduct administration for all employees in his/her affiliate or subsidiary.

- Code Orientation:New employees will be given Code of Conduct orientation at
the time of hire or as soon as possible thereafter.They will be a) given a copy of the Code of Conduct,
and b) informed of their obligations under the Code of Conduct, including the obligation to read the Code
and comply with all disclosure, approval and consent requirements. Employees of
newly acquired businesses must receive Code of Conduct orientation within 90
days after the acquisition unless the Chief Operating Officer approves a date
specific extension.
- Annual Certification. At least once
each year, each CEO must ensure that the employees in his/her affiliate have:
Been directed to the on-line Code of Conduct;Have been presented at a staff meeting or
provided a detailed memorandum in which the major provisions of the Code have been
discussed and the employees have been given an opportunity to ask questions; and\Have confirmed that they have read a copy of the Code of Conduct and are in compliance with its
provisions.
- Been directed to the on-line Code of Conduct;
- Have been presented at a staff meeting or
provided a detailed memorandum in which the major provisions of the Code have been
discussed and the employees have been given an opportunity to ask questions; and\
- Have confirmed that they have read a copy of the Code of Conduct and are in compliance with its
provisions.

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- Requests for approval of Code of Conduct Waivers. All requests by employees for
waivers from the Code of Conduct are required to be responded to in writing and the
results recorded in the employees human resources file. All waivers which are
approved are also required to be reported to the Compliance Counsel.

Managers and SupervisorsManagers should exemplify the highest
standards of conduct and ethical behavior. You are expected to lead according to the Code
of Conduct, in both words and actions. In addition, your role as manager is to help
employees translate how our standards of conduct and ethics apply to their positions and
everyday behavior. For example, you should communicate standards and procedures on the job
and create an environment where employees feel comfortable asking questions. You are
charged with exercising appropriate judgement in determining which matters can be reviewed
under your authority and which matters must be referred to a higher level of management or
the Compliance Counsel. You are expected to be diligent in enforcing Bremer standards and
taking appropriate action if violations occur. Human Resources is available to help you
when you have questions or need assistance.

Managers and supervisors are required
to immediately report to the Compliance Counsel any allegations of suspected improper
activitieswhether reported by their subordinates in the ordinary course of
performing their duties or discovered in the course of performing their own
dutieswhen any of the following conditions are met:

|a) |  | The
matter is related to accounting, internal accounting controls auditing, or the Code of
Conduct.                                                      
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|b) |  | The
matter is the result of a significant internal control or policy deficiency.                                                                         
|c) |  | The
matter involves the misuse of Company resources or creates exposure to a liability in
potentially significant amounts.                               
|d) |  | The
matter involves allegations or events that have a significant possibility of  being the
result of a criminal act (such as the disappearance of cash).
|e) |  | The
matter involves a significant threat to the health and safety of employees and/or the
public.                                                        
|f) |  | The
matter is judged by the manager to be significant or sensitive for other reasons.                                                                    

Required Disclosures and
Requests for Prior ApprovalIf a provision of the Code of Conduct
requires that an employee make a disclosure or request for approval or consent, the
employee must set forth in writing all relevant facts and submit the disclosure or request
to his/her manager or supervisor. On each disclosure or request submitted, the manager or
supervisor must note his/her approval or disapproval of the activities disclosed, any
comments or reasons, and the date approved. A copy of each disclosure or request, noting
the approval or disapproval by the manager, shall be returned to the employee, and a copy
shall be forwarded to the affiliate executive and the Compliance Counsel.

Once a disclosure or request is
approved, if any relevant facts change, the employee must immediately provide the manager
with a written amendment to the disclosure or request for approval or consent.

Waivers of the Code of
ConductWaivers of the Code of Conduct,
whether implicit or explicit, are generally prohibited. Any request for a waiver of any
provision of the Code of Conduct must be in writing and addressed to the Compliance
Counsel. Any waiver of the Code of Conduct requested by a Bremer Financial Corporation
senior officer will be reviewed by the Audit Committee. It will then be reported to the
full Board for action. Any waiver approved by the Board will be disclosed by the Company
as required by applicable regulations. Acknowledgement of a potential conflict of interest
or prior approval request is a reporting requirement; it is not a Code of Conduct waiver.

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Amendments to the Code
of ConductThe Compliance Counsel and the
Director of Human Resources are responsible for the content of the Code of Conduct and for
overseeing the administration and interpretation of the Code. Material changes in the Code
of Conduct will also be disclosed by the Company as required by applicable regulations.

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