# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005.

or

o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from __________________________ to _________________________

Commission file number 0-18342



|                                                      
|------------------------------------------------------
|Bremer Financial Corporation                          
|(Exact name of registrant as specified in its charter)

|Minnesota                                                     | 41-0715583                          
|------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction ofincorporation or organization) | (I.R.S. Employer Identification No.)

|                                                      
|------------------------------------------------------
|445 Minnesota St., Suite 2000, St. Paul, MN 55101-2107
|(Address of principal executive offices) (Zip Code)   

|                                                    
|----------------------------------------------------
|(651) 227-7621                                      
|(Registrants telephone number, including area code)

|                                                                                  
|----------------------------------------------------------------------------------
|Not applicable.                                                                   
|(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.     Yes
X     No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes
     No
X

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).    Yes
    No
X

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date.

As of November 9, 2005, there
were 1,200,000 shares of class A common stock and 10,800,000 shares of class B common stock outstanding.





---

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share amounts)

|                                                    | Three months ended September 30, |  |   | Nine months ended September 30,
|--------------------------------------------------- | -------------------------------- |  | - | -------------------------------
|
|Operating Results:                                  |                                  |  |   |                                
|Total interest income                               |                                  |  | $ | 93,597                         
|Total interest expense                              |                                  |  |   | 36,471                         
|                                                    |                                  |  |   |                                
|Net interest income                                 |                                  |  |   | 57,126                         
|Provision for loan losses                           |                                  |  |   | 5,127                          
|                                                    |                                  |  |   |                                
|Net interest income after provision for loan losses |                                  |  |   | 51,999                         
|Noninterest income                                  |                                  |  |   | 23,651                         
|Noninterest expense                                 |                                  |  |   | 47,038                         
|                                                    |                                  |  |   |                                
|Income before income tax expense                    |                                  |  |   | 28,612                         
|Income tax expense                                  |                                  |  |   | 10,281                         
|                                                    |                                  |  |   |                                
|Net income                                          |                                  |  | $ | 18,331                         
|                                                    |                                  |  |   |                                
|Net income per share  basic and diluted            |                                  |  | $ | 1.53                           
|Dividends paid per share                            |                                  |  |   | 0.50                           
|                                                   
|Tax equivalent net interest income                  |                                  |  | $ | 59,553                         
|Net charge-offs                                     |                                  |  |   | 12,162                         
|                                                   
|Selected Financial Ratios:                          |                                  | 
|Return on average assets                            |                                  |  |   | 1.13                           
|Return on average equity (1)                        |                                  |  |   | 13.70                          
|Average equity to average assets (1)                |                                  |  |   | 8.25                           
|Net interest margin (2)                             |                                  |  |   | 3.90                           
|Operating efficiency ratio (3)                      |                                  |  |   | 56.53                          
|Net charge-offs to average loans and leases         |                                  |  |   | 1.00                           
|                                                   
|
|Balance Sheet Data:                                
|Total assets                                        |                                  |  | $ | 6,336,699                      
|Securities (4)                                      |                                  |  |   | 1,248,775                      
|Loans and leases (5)                                |                                  |  |   | 4,639,871                      
|Total deposits                                      |                                  |  |   | 4,579,857                      
|Short-term borrowings                               |                                  |  |   | 816,137                        
|Long-term debt                                      |                                  |  |   | 337,237                        
|Redeemable class A common stock                     |                                  |  |   | 42,852                         
|Shareholders equity                                |                                  |  |   | 492,802                        
|Per share book value of common stock                |                                  |  |   | 44.64                          
|                                                   
|Asset Quality:                                     
|Reserve for loan losses                             |                                  |  | $ | 55,633                         
|Nonperforming assets                                |                                  |  |   | 14,545                         
|Nonperforming assets to total loans, leases         |                                  | 
|and OREO                                            |                                  |  |   | 0.31                           
|Reserve for loan losses to total loans and leases   |                                  |  |   | 1.20                           

|_________________
|-----------------
|(1)              

|(2) | Tax-equivalent basis (TEB).
|--- | ---------------------------

|(3) | Noninterest expense as a percentage of tax-equivalent net interest income and noninterest income.
|--- | -------------------------------------------------------------------------------------------------

|(4) | Includes securities held-to-maturity and securities available-for-sale.
|--- | -----------------------------------------------------------------------

|(5) | Net of unearned discount and includes nonaccrual loans and leases.
|--- | ------------------------------------------------------------------

---

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
SUMMARY BALANCE SHEET AND INCOME STATEMENT
(dollars in thousands)

|                                                            | Three months ended September 30, |  | Nine months ended September 30,
|----------------------------------------------------------- | -------------------------------- |  | -------------------------------
|
|
|Summary Average Balance Sheet:                              |                                  |  |                                
|Total loans and leases (2)                                  |                                  |  | $                              
|Total securities (3)                                        |                                  |  |                                
|Total other earning assets                                  |                                  |  |                                
|                                                            |                                  |  |                                
|Total interest earning assets (4)                           |                                  |  | $                              
|Total noninterest earning assets                            |                                  |  |                                
|                                                            |                                  |  |                                
|Total assets                                                |                                  |  | $                              
|                                                            |                                  |  |                                
|Noninterest bearing deposits                                |                                  |  | $                              
|Interest bearing deposits                                   |                                  |  |                                
|Short-term borrowings                                       |                                  |  |                                
|Long-term debt                                              |                                  |  |                                
|                                                            |                                  |  |                                
|Total interest bearing liabilities                          |                                  |  | $                              
|Other noninterest bearing liabilities                       |                                  |  |                                
|Minority interest                                           |                                  |  |                                
|Redeemable class A common stock                             |                                  |  |                                
|Shareholders equity                                        |                                  |  |                                
|                                                            |                                  |  |                                
|Total liabilities and equity                                |                                  |  | $                              
|                                                            |                                  |  |                                
|                                                           
|
|
|Summary Income Statement:                                  
|Total interest income                                       |                                  |  | $                              
|Total interest expense                                      |                                  |  |                                
|                                                            |                                  |  |                                
|Net interest income                                         |                                  |  |                                
|Provision for loan losses                                   |                                  |  |                                
|                                                            |                                  |  |                                
|Net interest income after provision for         loan losses |                                  |  |                                
|Service charges                                             |                                  |  |                                
|Insurance                                                   |                                  |  |                                
|Investment management and trust fees                        |                                  |  |                                
|Brokerage                                                   |                                  |  |                                
|Gain on sale of loans                                       |                                  |  |                                
|Gain on sale of securities                                  |                                  |  |                                
|Other                                                       |                                  |  |                                
|                                                            |                                  |  |                                
|Total noninterest income                                    |                                  |  |                                
|Salaries and wages                                          |                                  |  |                                
|Employee benefits                                           |                                  |  |                                
|Occupancy                                                   |                                  |  |                                
|Furniture and equipment                                     |                                  |  |                                
|Data processing fees                                        |                                  |  |                                
|FDIC premiums and examination fees                          |                                  |  |                                
|Amortization of intangibles                                 |                                  |  |                                
|Other                                                       |                                  |  |                                
|                                                            |                                  |  |                                
|Total noninterest expense                                   |                                  |  |                                
|                                                            |                                  |  |                                
|Income before income tax expense                            |                                  |  |                                
|Income tax expense                                          |                                  |  |                                
|                                                            |                                  |  |                                
|Net income                                                  |                                  |  | $                              
|                                                            |                                  |  |                                

|_____________________
|---------------------
|(1)                  

|(2) | Net of unearned discount and includes nonaccrual
loans and leases.
|--- | ------------------------------------------------------------------

|(3) | Excluding net unrealized gain (loss) on securities available-for-sale.
|--- | ----------------------------------------------------------------------

|(4) | Before deducting the reserve for loan losses.
|--- | ---------------------------------------------

---

# BREMER FINANCIAL CORPORATION

# FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2005

# INDEX

|                               |  |              | Page
|------------------------------ |  | ------------ | ----
|                              
|PART I  FINANCIAL INFORMATION
|                              
|                               |  | Item 1.      |     
|                              
|                               |  | Item 2.      |     
|                              
|                               |  | Item 3.      |     
|                              
|                               |  | Item 4.      |     
|                              
|PART II  OTHER INFORMATION   
|                              
|                               |  | Item 6.      |     
|                              
|                               |  | Signatures   |     
|                              
|                               |  | Exhibit 31.1 |     
|                              
|                               |  | Exhibit 31.2 |     
|                              
|                               |  | Exhibit 32.1 |     
|                              
|                               |  | Exhibit 32.2 |     

1

---

# Forward-Looking Statements

Certain statements in this Form 10-Q constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities
Exchange Act of 1934, as amended (Exchange Act). For this purpose, any statements contained herein or incorporated
herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing,
the words believes, anticipates, plans, intends, expects and similar
expressions are intended to identify forward-looking statements. Because these forward-looking statements involve risks and
uncertainties, there are important factors, including the factors discussed in Risk Factors included as Exhibit 99.1
to the Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 25, 2005, that could cause actual results to
differ materially from those expressed or implied by these forward-looking statements.

2

---

# PART I  FINANCIAL INFORMATION

# Item 1.    Financial Statements

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS(unaudited)
(dollars in thousands, except share data)

|                                                        | September 30,2005 |  | December 31,2004
|------------------------------------------------------- | ----------------- |  | ----------------
|Assets                                                  |                   |  |                 
|Cash and due from banks                                 |                   |  | $               
|Investment securities available-for-sale               
|(cost: 09/30/05  $1,031,708; 12/31/04  $1,003,307)    |                   |  |                 
|Investment securities held-to-maturity                  |                   | 
|(fair value:  09/30/05  $231,923; 12/31/04  $202,767) |                   |  |                 
|Loans and leases                                        |                   |  |                 
|Reserve for loan losses                                 |                   |  |                 
|                                                        |                   |  |                 
|Net loans and leases                                    |                   |  |                 
|Interest receivable                                     |                   |  |                 
|Premises and equipment, net                             |                   |  |                 
|Other intangibles                                       |                   |  |                 
|Other assets                                            |                   |  |                 
|Goodwill                                                |                   |  |                 
|                                                        |                   |  |                 
|Total assets                                            |                   |  | $               
|                                                        |                   |  |                 
|Liabilities and Shareholders Equity                    |                   | 
|Noninterest bearing deposits                            |                   |  | $               
|Interest bearing deposits                               |                   |  |                 
|                                                        |                   |  |                 
|Total deposits                                          |                   |  |                 
|Federal funds purchased and repurchase agreements       |                   |  |                 
|Other short-term borrowings                             |                   |  |                 
|Long-term debt                                          |                   |  |                 
|Accrued expenses and other liabilities                  |                   |  |                 
|                                                        |                   |  |                 
|Total liabilities                                       |                   |  |                 
|Minority interests                                      |                   |  |                 
|Redeemable class A common stock, 960,000 shares         |                   | 
|issued and outstanding                                  |                   |  |                 
|Shareholders equity                                   
|Common stock                                            |                   | 
|Class A, no par, 12,000,000 shares authorized;          |                   | 
|240,000 shares issued and outstanding                   |                   |  |                 
|Class B, no par, 10,800,000 shares authorized,         
|issued and outstanding                                  |                   |  |                 
|Retained earnings                                       |                   |  |                 
|Accumulated other comprehensive loss                    |                   |  |                 
|                                                        |                   |  |                 
|Total shareholders equity                              |                   |  |                 
|                                                        |                   |  |                 
|Total liabilities and shareholders equity              |                   |  | $               
|                                                        |                   |  |                 

See notes to condensed consolidated financial statements.

3

---

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)(in thousands, except per share amounts)

|                                                    | For the Three Months EndedSeptember 30, |  | For the Nine Months EndedSeptember 30,
|--------------------------------------------------- | --------------------------------------- |  | --------------------------------------
|
|Interest income                                     |                                         |  |                                       
|Loans and leases, including fees                    |                                         |  | $                                     
|Securities                                          |                                         |  |                                       
|Federal funds sold                                  |                                         |  |                                       
|Other                                               |                                         |  |                                       
|                                                    |                                         |  |                                       
|Total interest income                               |                                         |  |                                       
|Interest expense                                   
|Deposits                                            |                                         |  |                                       
|Federal funds purchased and repurchase agreements   |                                         |  |                                       
|Other short-term borrowings                         |                                         |  |                                       
|Long-term debt                                      |                                         |  |                                       
|                                                    |                                         |  |                                       
|Total interest expense                              |                                         |  |                                       
|                                                    |                                         |  |                                       
|Net interest income                                 |                                         |  |                                       
|Provision for loan losses                           |                                         |  |                                       
|                                                    |                                         |  |                                       
|Net interest income after provision for loan losses |                                         |  |                                       
|Noninterest income                                 
|Service charges                                     |                                         |  |                                       
|Insurance                                           |                                         |  |                                       
|Investment management and trust fees                |                                         |  |                                       
|Brokerage                                           |                                         |  |                                       
|Gain on sale of loans                               |                                         |  |                                       
|Gain on sale of securities                          |                                         |  |                                       
|Other                                               |                                         |  |                                       
|                                                    |                                         |  |                                       
|Total noninterest income                            |                                         |  |                                       
|Noninterest expense                                 |                                         | 
|Salaries and wages                                  |                                         |  |                                       
|Employee benefits                                   |                                         |  |                                       
|Occupancy                                           |                                         |  |                                       
|Furniture and equipment                             |                                         |  |                                       
|Data processing fees                                |                                         |  |                                       
|FDIC premiums and examination fees                  |                                         |  |                                       
|Amortization of intangibles                         |                                         |  |                                       
|Other                                               |                                         |  |                                       
|                                                    |                                         |  |                                       
|Total noninterest expense                           |                                         |  |                                       
|                                                    |                                         |  |                                       
|Income before income tax expense                    |                                         |  |                                       
|Income tax expense                                  |                                         |  |                                       
|                                                    |                                         |  |                                       
|Net income                                          |                                         |  | $                                     
|                                                    |                                         |  |                                       
|Per common share amounts:                           |                                         | 
|Net income-basic and diluted                        |                                         |  | $                                     
|Dividends paid                                      |                                         |  |                                       

See notes to condensed consolidated financial statements.

4

---

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(unaudited)
(in thousands, except per share amounts)

|                                                                          | Common Stock |  | AccumulatedOtherComprehensiveIncome (Loss) |    | ComprehensiveIncome |   | RetainedEarnings |  | Total
|------------------------------------------------------------------------- | ------------ |  | ------------------------------------------ | -- | ------------------- | - | ---------------- |  | -----
|
|For the Nine Months ended September 30, 2004                              |              |  |                                            |    |                     |   |                  |  |      
|                                                                         
|Balance, December 31, 2003                                                |              |  | $                                          | 57 |                     | $ | 2,562            |  | $    
|Comprehensive income                                                     
|Net income                                                                |              |  |                                            |    |                     |   |                  |  |      
|Other comprehensive income, net of tax:                                  
|Net unrealized losses on securities available for sale:                   |              | 
|Unrealized holding losses arising during the period, net of tax of $587   |              |  |                                            |    |                     |   |                  |  |      
|Less:  Reclassified adjustment for gains included in income,              |              | 
|net of tax of $829                                                        |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                     |  
|Other comprehensive loss                                                  |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                    
|Comprehensive income                                                      |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                    
|Dividends, $1.40 per share                                                |              |  |                                            |    |                     |   |                  |  |      
|Allocation of net income and other comprehensive income in excess of      |              | 
|dividends to redeemable class A common stock                              |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                     |   |                  |  |      
|Balance, September 30, 2004                                               |              |  | $                                          | 57 |                     | $ | 2,562            |  | $    
|                                                                          |              |  |                                            |    |                     |   |                  |  |      
|                                                                         
|For the Nine Months Ended September 30, 2005                              |              | 
|                                                                         
|Balance, December 31, 2004                                                |              |  | $                                          | 57 |                     | $ | 2,562            |  | $    
|Comprehensive income                                                      |              | 
|Net income                                                                |              |  |                                            |    |                     |   |                  |  |      
|Other comprehensive income, net of tax:                                   |              | 
|Net unrealized gains on securities available for sale and other          
|retained interests:                                                      
|Unrealized holding losses arising during the period, net of tax of $1,099 |              |  |                                            |    |                     |   |                  |  |      
|Net unrealized losses on derivatives and hedging activities:             
|Unrealized holding losses arising during the period, net of tax of $123   |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                     |  
|Other comprehensive loss                                                  |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                    
|Comprehensive income                                                      |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                    
|Dividends, $1.50 per share                                                |              |  |                                            |    |                     |   |                  |  |      
|Allocation of net income and other comprehensive income in excess of      |              | 
|dividends to redeemable class A common stock                              |              |  |                                            |    |                     |   |                  |  |      
|                                                                          |              |  |                                            |    |                     |   |                  |  |      
|Balance, September 30, 2005                                               |              |  | $                                          | 57 |                     | $ | 2,562            |  | $    
|                                                                          |              |  |                                            |    |                     |   |                  |  |      

See notes to condensed consolidated financial statements.

5

---

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

|                                                                     | For the Nine MonthsEnded September 30,
|-------------------------------------------------------------------- | --------------------------------------
|
|Cash flows from operating activities                                 |                                       
|Net income                                                           |                                       
|Adjustments to reconcile net income to net cash                     
|provided by operating activities:                                   
|Provision for loan losses                                            |                                       
|Depreciation and amortization                                        |                                       
|Gain on sale of securities                                           |                                       
|Other assets and liabilities, net                                    |                                       
|Gain on sale of loans                                                |                                       
|Proceeds from sales of loans originated for sale                     |                                       
|Loans originated for sale                                            |                                       
|                                                                     |                                       
|Net cash provided by operating activities                            |                                       
|Cash flows from investing activities                                
|Purchases of available-for-sale investment securities                |                                       
|Purchases of held-to-maturity securities                             |                                       
|Proceeds from maturities of available-for-sale investment securities |                                       
|Proceeds from maturities of held-to-maturity securities              |                                       
|Proceeds from sales of available-for-sale investment securities      |                                       
|Proceeds from sales of other real estate owned                       |                                       
|Proceeds from sale of HELOC loans in securitization activities       |                                       
|Loans and leases, net                                                |                                       
|Purchase of premises and equipment                                   |                                       
|                                                                     |                                       
|Net cash used in investing activities                                |                                       
|Cash flows from financing activities                                
|Noninterest bearing deposits, net                                    |                                       
|Savings, NOW and money market accounts, net                          |                                       
|Certificates of deposits, net                                        |                                       
|Federal funds purchased and repurchase agreements, net               |                                       
|Other short-term borrowings, net                                     |                                       
|Repayments of long-term debt                                         |                                       
|Common stock dividends paid                                          |                                       
|                                                                     |                                       
|Net cash provided by financing activities                            |                                       
|                                                                     |                                       
|Net increase (decrease) in cash and due from banks                   |                                       
|Cash and due from banks at beginning of period                       |                                       
|                                                                     |                                       
|Cash and due from banks at end of period                             |                                       
|                                                                     |                                       
|Supplemental disclosures of cash flow information                   
|Cash paid for interest                                               |                                       
|Cash paid for income taxes                                           |                                       

See notes to condensed consolidated financial statements.

6

---

# BREMER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months ended September 30, 2005 and 2004 (unaudited)

# Note A:   Financial Statements

The condensed financial statements included herein have been prepared by
Bremer Financial Corporation (the Company) pursuant to the rules and regulations of the Securities and Exchange
Commission and have not been audited by independent auditors. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the United States of America have
been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.

# Note B:   General

The consolidated financial statements include the accounts of Bremer
Financial Corporation and subsidiaries. All material intercompany transactions and balances are eliminated in consolidation. The
Company established an accounting policy for the sale and securitization of certain loan assets during the third quarter of 2005.
See Note F. The Company has not changed its other accounting policies from those stated for the year ended December 31, 2004
included in its Annual Report on Form 10-K for that year filed on March 25, 2005.

# Note C:   Interim Period Adjustments

The condensed consolidated financial statements contained herein reflect all
adjustments which are, in the opinion of management, of a normal recurring nature and which are necessary for a fair statement of
the financial position, results of operations, and cash flows for the unaudited interim periods. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for the entire year.

# Note D:   Earnings Per Share Calculations

Basic and diluted earnings per common share have been computed using
12,000,000 common shares outstanding for all periods. The Company does not have any dilutive securities.

# Note E:   Securities

Investment securities classified as held-to-maturity are valued at amortized
historical cost. Investment securities classified as available-for-sale are valued at fair value. Unrealized holding gains and
losses are excluded from earnings and reported, net of tax, as a separate component of shareholders equity until realized. A
portion of the unrealized holding gains and losses is allocated to redeemable class A common stock. Gains or losses on
available-for-sale investment securities are computed based on the amortized cost of the specific securities when sold. Management
periodically evaluates investment securities for other than temporary declines in fair value. There were no investment securities
which management identified to be other-than-temporarily impaired for the period ended September 30, 2005.

7

---

The following table provides the gross unrealized losses and fair value,
aggregated by investment category, and the length of time the individual securities have been in a continuous unrealized loss
position at September 30:

|                                        | 2005
|--------------------------------------- | ----
|
|
|
|U.S. Treasury securities                |     
|Obligations of U.S. government agencies |     
|Obligations of state                   
|and political subdivisions              |     
|Mortgage-backed securities              |     
|Other securities                        |     
|                                        |     
|Total                                   |     
|                                        |     

We pledge certain investment securities as collateral to secure public
deposits and for other purposes.

# Note F:   Securitization Activities

In September of 2005, home equity loans with principal balances of $229.9
million were transferred to a special interest trust in a securitization transaction and $200.0 million of the sellers
interest in these loans was subsequently sold to a commercial paper conduit. The Company continues to service all of the loans
transferred to the special interest trust. A gain on sale of loans of $3.2 million was recognized in connection with these
transactions.

The carrying amount of the assets transferred to the special interest trust
is allocated between assets sold and retained interests based on relative fair values at the date of sale. A gain or loss on the
sale of loans is recorded for the difference between the carrying amount and the fair value of the assets sold. The retained
interests include the sellers interest in loans which have not yet been sold to the commercial paper conduit, a retained
interest-only strip and a reserve account. Because quoted market prices are not available, the Company estimates the fair value of
the retained interests by determining the present value of the future expected cash flows using modeling techniques that
incorporate managements best estimates of key variables, including credit losses, prepayment speeds, weighted average life,
interest rates on variable rate contracts, and discount rates commensurate with the risks involved. Credit loss assumptions are
based upon historical experience and the characteristics of the loans securitized. Prepayment speed estimates are determined
utilizing data obtained from market participants, where available, or based on historical prepayment rates on similar assets.
Discount rate assumptions are determined using data obtained from market participants. Estimates of interest rates on variable
rate contracts are based on spreads over the applicable benchmark interest rate using market-based yield curves. The sellers
interest in loans is recorded on the balance sheet in loans at the allocated carrying amount. Interest-only strips and reserve
accounts are included in other assets and are recorded at fair value with any differences between fair value and carrying value
which are deemed to be temporary, reported net of tax, as a separate component of shareholders equity. Any differences between
fair value and carrying value which are deemed to be other than temporary are recorded in earnings.

At September 30, 2005, the Company had retained interests from
securitizations of $41.0 million, including a $27.0 million sellers interest in loans, a $9.2 million interest-only strip,
and a $4.8 million reserve account.

8

---

Key economic assumptions used in measuring the retained interests at the date
of the securitization were as follows (rate per annum):

|                                                   | 
|-------------------------------------------------- | 
|Prepayment speed (CPR)                             | 
|Weighted average life (in months)                  | 
|Expected credit losses                             | 
|Discount rates:                                    | 
|Sellers interest in loans and interest-only strip | 
|Reserve account                                    | 

The only cash flow from securitization activities during 2005 was the receipt
of $193.5 million in proceeds from the initial sale of loans. At September 30, 2005, $.03 million of the securitized loans were
over 60 days past due and no charge-offs of securitized loans have occurred in 2005.

# Note G:   Reserve for Loan Losses

At September 30, 2005, the reserve for loan losses was $55.6 million, a
decrease of $2.3 million or 4.0% from the balance of $58.0 million at December 31, 2004. The changes in the loan reserve are as
follows:

|                                          | Three Months Ended September 30, |  | Nine Months Ended September 30,
|----------------------------------------- | -------------------------------- |  | -------------------------------
|
|
|Balance at beginning of period            |                                  |  |                                
|Charge-offs:                              |                                  | 
|Commercial                                |                                  |  |                                
|Commercial real estate                    |                                  |  |                                
|Agricultural                              |                                  |  |                                
|Residential real estate                   |                                  |  |                                
|Consumer                                  |                                  |  |                                
|                                          |                                  |  |                                
|Total charge-offs                         |                                  |  |                                
|Recoveries:                              
|Commercial                                |                                  |  |                                
|Commercial real estate                    |                                  |  |                                
|Agricultural                              |                                  |  |                                
|Residential real estate                   |                                  |  |                                
|Consumer                                  |                                  |  |                                
|                                          |                                  |  |                                
|Total recoveries                          |                                  |  |                                
|                                          |                                  |  |                                
|Net charge-offs                           |                                  |  |                                
|Provision for loan losses                 |                                  |  |                                
|Reserve related to (sold) acquired assets |                                  |  |                                
|                                          |                                  |  |                                
|Balance at end of period                  |                                  |  | $                              
|                                          |                                  |  |                                

9

---

# Note H:   Redeemable Class A Common Stock

At September 30, 2005, 960,000 shares of redeemable class A stock were issued
and outstanding. At September 30, 2005, these shares were subject to redemption at a price of $44.64 per share, which approximated
book value. These shares are owned by employees and directors of the Company and its subsidiaries and the employee benefit plans
of the Company. The employee holders of class A common stock have the right to require the Company to purchase their shares under
certain circumstances, including death, permanent disability or retirement, while the Company has the option to purchase the
shares from holders upon the occurrence of certain events, which include death, retirement or termination of the employees
employment. It is the Companys current intent that these 960,000 shares will continue to be held by employees, directors and
employee benefit plans of the Company and its subsidiaries and not be directly purchased by the Company or the Otto Bremer
Foundation. During the period from January 1, 2005 through September 30, 2005, the Company did not directly purchase any shares of
class A common stock but assigned to various parties the Companys options that arose during that period to purchase a total
of 101,910.3338 shares. These options were assigned to the Bremer Financial Corporation Employee Stock Ownership Plan
(ESOP) (8,663.9198 shares), the Bremer Banks Profit Sharing Plus Plan (65,373.4140 shares), and executives and
directors under the Executive Stock Purchase Plan (27,873.0000 shares). To the Companys knowledge, shares purchased by these
parties upon exercise of these assigned options were the only transfers of shares of class A common stock effected during the
period from January 1, 2005 through September 30, 2005.

# Note I:   Goodwill and Intangible Assets

Intangible assets consist of goodwill, core deposit intangibles, and other
intangibles. The remaining unamortized balances at September 30, 2005 and December 31, 2004 were $97.2 million and $99.6 million,
respectively. The core deposit and other intangibles have remaining amortization lives of five to seven years. Goodwill is not
amortized but is tested regularly for impairment. Management performed its annual impairment test on its goodwill assets in
December 2004. No impairment loss was recorded as a result of that test and no events or changes in circumstances have occurred
since that test that would indicate that assets might be impaired.

The following table presents relevant information about the Companys
amortized intangible assets:

|                              | As of September 30, 2005 |  | As of December 31, 2004
|----------------------------- | ------------------------ |  | -----------------------
|
|
|Core deposit premium          |                          |  | $                      
|Mortgage servicing rights (1) |                          |  |                        
|Other                         |                          |  |                        
|                              |                          |  |                        
|Total                         |                          |  | $                      
|                              |                          |  |                        

|_____________________
|---------------------
|(1)                  

10

---

The Company recorded aggregate intangible amortization expense of $2.0
million for the nine-month period ended September 30, 2005 and $2.1 million for the nine-month period ended September 30, 2004.
The estimated amortization expense for each of the next five years is approximately $2.2 million.

Goodwill was $84.2 million at September 30, 2005 and December 31, 2004.

# Note J:   Employee Benefit Plans

Pension benefit plans  The Company maintains the Bremer
Retirement Plan (Pension Plan), which is a qualified defined benefit pension plan designed to provide retirement
benefits to substantially all of the employees of the Company and its subsidiaries. In addition, the Company has a Supplemental
Executive Retirement Plan (SERP). The Pension Plan and the SERP constitute the Companys Pension Benefit
Plans.

Other postretirement benefits  The Company provides certain
retiree health care benefits relating primarily to medical insurance co-payments to retired employees (between the ages of 55 and
65) under an Early Retiree Medical Plan. On September 27, 2005, the Company amended the Companys Early Retiree Medical Plan
to gradually eliminate, over a period of years, the medical premium subsidy for retired employees, while continuing to allow
retired employees access to the Companys group medical coverage. Currently, the Company accrues the cost of these benefits
during the employees active service. The adoption of this plan amendment, which becomes effective on January 1, 2006, had no
impact on the Companys reported earnings for the third quarter of 2005, but is expected to reduce Company costs in 2006 and
going forward.

Net benefit plan expense for the above plans as actuarially determined for
the three months and nine months ended September 30, 2005 and 2004 included the following components:

|                                | For the Three Months EndedSeptember 30, |  | For the Nine Months EndedSeptember 30,
|------------------------------- | --------------------------------------- |  | --------------------------------------
|
|
|
|Service cost                    |                                         |  | $                                     
|Interest cost                   |                                         |  |                                       
|Expected return on assets       |                                         |  |                                       
|Prior service cost amortization |                                         |  |                                       
|Net loss/(gain) amortization    |                                         |  |                                       
|                                |                                         |  |                                       
|Net periodic benefit cost       |                                         |  | $                                     
|                                |                                         |  |                                       

The Company made a cash contribution of $4.2 million to these plans in
September 2005. The Company does not anticipate making any additional contributions to these plans in 2005.

The Company amended the Bremer Retirement Plan, the Bremer 401(k) Plan and
the Employee Stock Ownership Plan (ESOP) on September 27, 2005. These plan changes include reduced early retirement
benefit factors and a simplified benefit formula under the Bremer Retirement Plan, offset by an increase in the maximum Company
match to employees in the Bremer 401(k) Plan and a guaranteed annual employer contribution to the ESOP. The adoption of these plan
amendments, which become effective on January 1, 2006, had no impact on the Companys reported earnings for the third quarter
of 2005 and are expected to be relatively cost neutral in 2006 and going forward.

11

---

# Note K:   Recent Accounting Pronouncements

In September 2005, the Financial Accounting Standards Board
(FASB) decided to include in the draft final FASB Staff Position (FSP) FAS 115-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments, guidance similar to that provided in Emerging
Issues Task Force (EITF) Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments (EITF No. 03-1) which provides guidance on recognizing other-than-temporary impairments on
certain investments. The FASB Board also decided to add a footnote to clarify that the final FSP will not address when a debt
security should be designated as nonaccrual or how to subsequently report income on a nonaccrual debt security. In addition, the
FASB Board decided that (1) the FSP would be applied prospectively and (2) the effective date would be reporting periods beginning
after December 15, 2005. The staff expects to issue the final FSP during the fourth quarter of 2005.

# Note L:   Off-Balance Sheet Commitments, Contingencies and Contractual Obligations

The Company utilizes various off-balance sheet instruments to satisfy the
financing needs of customers. These instruments represent contractual obligations of the Company to provide funding, within a
specified time period, to a customer. The following table sets forth the outstanding obligations:

|                             | September 30,2005 |  | December 31,2004
|---------------------------- | ----------------- |  | ----------------
|
|Standby letters of credit    |                   |  | $               
|Commercial letters of credit |                   |  |                 
|Loan commitments             |                   |  |                 

Standby letters of credit represent a conditional commitment to satisfy an
obligation to a third party, generally to support public and private borrowing arrangements, on behalf of the customer. Commercial
letters of credit facilitate trade or commerce. Under the terms of a commercial letter of credit, as a general rule, drafts will
be drawn when the underlying transaction is consummated as intended. Loan commitments represent contractual agreements to provide
funding to customers over a specified time period as long as there is no violation of any condition of the contract. These loans
generally will take the form of operating lines.

The Companys potential exposure to credit loss in the event of
nonperformance by the other party is represented by the contractual amount of those instruments. The credit risk associated with
letters of credit and loan commitments is substantially the same as extending credit in the form of a loan; therefore, the same
credit policies apply in evaluating potential letters of credit or loan commitments. The amount of collateral obtained, if deemed
necessary upon the extension of credit, is based on managements credit evaluation. The type of collateral held varies, but
includes real estate, accounts receivable, inventory and productive assets.

12

---

The Company is routinely involved in legal actions which are incidental to
the business of the Company. Although it is difficult to predict the ultimate outcome of these cases, management believes, based
on discussions with counsel, that any ultimate liability will not materially affect the Companys consolidated financial
position or operations.

The Company enters into contractual obligations in the ordinary course of
business, including long-term debt issuance for the funding of operations and leases for premises and equipment. In connection
with the expected issuance of $60 million of floating rate long term debt in a trust preferred securities pool transaction
scheduled for June 2006, the Company entered into a forward starting interest rate swap in April 2005 to effectively convert the
floating rate interest payments on the expected debt issuance to a fixed rate for 10 years. At September 30, 2005, the estimated
fair value of the interest rate swap was $(0.3) million. This unrealized loss, which is recorded on the balance sheet in other
liabilities, has been excluded from earnings and reported, net of tax, as a separate component of shareholders equity until
realized. There have been no other significant changes to the contractual obligations reported in the Companys Annual Report
on Form 10-K for the year ended December 31, 2004.

13

---

Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations

# Application of Critical Accounting Policies

In preparing the financial statements, we follow accounting principles
generally accepted in the United States of America, which in many cases require us to make assumptions, estimates and judgments
that affect the amounts reported. Many of these policies are relatively straightforward; however, management has identified the
accounting policies described below as those that are critical to an understanding of our consolidated financial statements and
managements discussion and analysis due to the judgments, estimates and assumptions inherent in those policies.

The difficulty in applying these policies arises from the assumptions,
estimates and judgments that have to be made currently about matters that are inherently uncertain, such as future economic
conditions, operating results and valuations as well as management intentions. As the difficulty increases, the level of precision
decreases, meaning that actual results can and probably will be different from those currently estimated. We base our assumptions,
estimates and judgments on a combination of historical experiences and other relevant factors.

Reserve for Loan Losses.   Management determines the
adequacy of the reserve based upon a number of factors, including loan loss experience and a continuous review of the loan and
lease portfolio. Being an estimate, the reserve is subject to change through evaluation of the loan and lease composition,
economic conditions, and the economic prospects of borrowers.

Under our credit policies and practices, all nonaccrual and restructured
commercial, agricultural, construction, and commercial real estate loans and leases, plus certain other loans and leases that we
identify, meet the definition of impaired loans under Statements of Financial Accounting Standards (SFAS) No. 114,
Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures. Impaired loans as defined by SFAS No. 114 and SFAS No. 118 exclude certain large
groups of smaller balance homogeneous loans, such as consumer loans and residential real estate loans. Under these statements,
loan impairment is required to be measured based on the present value of expected future cash flows discounted at the loans
effective interest rate or, as a practical expedient, at the observable market price of the loan or the fair value of the
collateral if the loan is collateral dependent.

The reserve also incorporates the results of measuring impaired loans and
leases as provided in SFAS No. 114 and SFAS No. 118. These accounting standards prescribe the measurement methods, income
recognition, and disclosures related to impaired loans and leases. A loan is considered impaired when management determines that
it is probable that we will be unable to collect all amounts due according to the original contractual terms of the loan or lease
agreement. Impairment is measured by the difference between the recorded investment in the loan or lease (including accrued
interest, net deferred loan fees or costs, and unamortized premium or discount) and the estimated present value of total expected
future cash flows, discounted at the loans effective rate, or the fair value of the collateral, if the loan is collateral
dependent. Impairment is recognized by adjusting the reserve for loan losses.

14

---

Investment Securities.   Investments in marketable
equity and debt securities are classified into three categories  held-to-maturity, available-for-sale, or trading 
pursuant to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. As of September 30, 2005,
no investments were classified as trading securities. Held-to-maturity securities, which are valued at amortized historical cost,
represent investments for which we have the ability and intent to hold to maturity. We currently classify our investments in
certain municipal bond obligations and certain U.S. government agency obligations as held-to-maturity securities.
Available-for-sale securities consist of debt and equity securities that will be held for indefinite periods of time, including
securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity, or changes in the
availability or yield of alternative investments. These securities are valued at current market value, with the resulting
unrealized holding gains and losses excluded from earnings and reported, net of tax, as a separate component of shareholders
equity until realized. A portion of the unrealized holding gains and losses is allocated to redeemable class A common stock. Gains
or losses on these securities are computed based on the amortized cost of the specific securities when sold.

Management periodically evaluates investment securities for other than
temporary declines in fair value. Declines in fair value of individual investment securities below their amortized cost that are
deemed to be other than temporary are written down to current market value and included in earnings as realized losses in the
period the securities are deemed to be impaired. The initial indicator of impairment is a sustained decline in market price below
the amount recorded for the investment. We consider the length of time and the extent to which market value has been less than
cost, the cause of the price decline, the extent to which the price decline is due to the general level of interest rates or other
issuer specific factors, the issuers financial condition and ability to make future payments in a timely manner, and our
investment horizon. Our analysis as of September 30, 2005 indicates that our unrealized losses were caused by market interest rate
increases. We intend to hold these investments until a recovery of fair value, which may be at maturity, and, as a result, there
were no investment securities which management identified to be other-than-temporarily impaired for the period ended
September 30, 2005. If the financial markets experience deterioration and investments decline in fair value, charges to
income could occur in future periods.

Goodwill and Other Intangible Assets. SFAS No. 142, Accounting
for Goodwill and Other Intangible Assets, establishes standards for the amortization of acquired intangible assets and the
non-amortization and impairment assessment of goodwill. In addition, SFAS No. 147, Acquisitions of Certain Financial
Institutions, establishes standards for unidentifiable intangible assets acquired specifically in branch purchases that
qualify as business combinations. At September 30, 2005, we had $84.2 million of goodwill, which is not subject to periodic
amortization, and $13.0 million in other intangible assets, which is subject to periodic amortization. The largest component of
our other intangible assets at September 30, 2005 consisted of core deposit premiums of $10.0 million. The core deposit premiums
are being amortized over an estimated deposit life of 10 years from the date of acquisition. Other intangibles are being amortized
on the basis of estimated remaining life.

15

---

We performed the annual impairment tests on our goodwill assets in December
2004. No events or changes in circumstances have occurred since that test that would indicate that such assets might be impaired,
and we have concluded that the recorded value of goodwill was not impaired as of September 30, 2005. There are many assumptions
and estimates underlying the determination of impairment. Impairment testing is based on a determination of the value of each
reporting unit, using readily available market and earnings data for comparable publicly-traded organizations within the same time
period, and comparing that calculation of value to the current book value of the unit. Another estimate using different, but still
reasonable, assumptions could produce a significantly different result. Additionally, future events could cause management to
conclude impairment indicators exist and our goodwill is impaired, which would result in us recording an impairment loss. Any
resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Retirement Plan Accounting.   We provide pension benefits to
substantially all employees. We account for these plans in accordance with SFAS No. 87, Employers Accounting for
Pensions, which requires us to make a number of economic and other assumptions that can have a significant impact on amounts
recorded in our income statement and statement of financial position. Assumptions regarding long-term discount rates and the
expected return on pension plan assets can have the most material impact on our financial results and funding requirements.

Income Taxes.   The determination of our current and
deferred income taxes is a critical accounting estimate requiring significant management judgment. We make these estimates based
on a complex analysis of many factors, including our interpretation of existing federal and state income tax laws as they relate
to our activities, the differences between the tax and financial reporting bases of assets and liabilities (temporary
differences), the expected timing of the reversal of these temporary differences, and current financial accounting standards. Such
interpretations could differ from those of the various federal and state tax authorities that examine us periodically. If
managements estimates and assumptions vary from the views of the taxing authorities, adjustments to the periodic tax
accruals may be necessary.

Our accounting policies for the reserve for loan losses, investment
securities, goodwill and other intangible assets, retirement plans, and income taxes are outlined in the Companys Annual
Report on Form 10-K for the year ended December 31, 2004. We believe that there have been no significant changes to the methods
described in that Annual Report for making the estimates and judgments necessary to apply these policies.

# Overview

Earnings.   We reported net income of $18.3 million or
$1.53 in basic and diluted earnings per share for the third quarter of 2005. This compares to $16.4 million or $1.36 in basic and
diluted earnings per share in the third quarter of 2004. On a year-to-date basis through September 30, 2005, net income was $51.3
million, compared to $45.7 million in the first nine months of 2004. Return on average equity was 13.70% for the third quarter of
2005, compared to 13.45% for the same quarter of 2004. On a year-to-date basis in 2005, we reported a return on average equity of
13.18%, compared to 12.71% in the first nine months of 2004. Return on average assets increased to 1.13% for the quarter ended
September 30, 2005 from 1.11% for the same period in 2004. On a year-to-date basis, we reported a return on average assets of
1.09% in the first nine months of 2005 compared to 1.06% in the first nine months of 2004.

16

---

# Results of Operations

Net Interest Income.   Net interest income for the
third quarter of 2005 was $57.1 million, an increase of $6.6 million or 13.1% from the $50.5 million reported for the same period
a year ago. Our net interest margin increased to 3.90% in the third quarter of 2005 from 3.76% in the third quarter of 2004 while
our average loans and leases increased $478.3 million or 11.1% when comparing the same two quarters. On a year-to-date basis, net
interest income increased $21.9 million or 15.3% to $165.6 million from $143.7 million in the first nine months of 2004, while our
net interest margin increased to 3.89% from 3.70% and our average loans and leases increased $565.3 million or 13.7% during the
same period. The increase in our net interest margin from the quarterly and nine-month periods ended September 30, 2004 to the
quarterly and nine-month periods ended September 30, 2005 is primarily the result of increases in short-term interest rates which
began in June 2004. The average yield on our earning assets increased 91 basis points, to 6.29% from 5.38% when comparing the
third quarter of 2005 with the third quarter of 2004. The average yield on our earning assets increased 74 basis points when
comparing the first nine months of 2005 with the first nine months of 2004. Due to the competitiveness of both lending and deposit
markets, we do not expect further increases in short-term interest rates to result in improvements in our net interest margin.

17

---

The following tables set forth, for the periods indicated, information
regarding average balances of assets and liabilities and the total dollar amounts of interest income from interest-bearing assets
and interest expense on interest-bearing liabilities. In addition, the tables show resultant yields or costs, net interest income,
net interest spread, and net interest margin:

|                                      | For the Three Months Ended September 30,
|------------------------------------- | ----------------------------------------
|
|
|
|
|Assets                                |                                         
|Loans and Leases (2)                  |                                         
|Commercial and other                  |                                         
|Commercial real estate                |                                         
|Agricultural                          |                                         
|Residential real estate               |                                         
|Consumer                              |                                         
|Tax-exempt                            |                                         
|                                      |                                         
|Total Loans and Leases                |                                         
|Reserve for loan losses               |                                         
|                                      |                                         
|Net Loans and Leases                  |                                         
|Securities (3)                        |                                         
|Taxable                               |                                         
|Tax-exempt                            |                                         
|                                      |                                         
|Total Securities                      |                                         
|Federal funds sold                    |                                         
|Other earning assets                  |                                         
|                                      |                                         
|Total Earning Assets  (4)             |                                         
|Cash and due from banks               |                                         
|Other non interest earning assets     |                                         
|                                      |                                         
|Total Assets                          |                                         
|                                      |                                         
|Liabilities and Shareholders Equity  |                                         
|Noninterest bearing deposits          |                                         
|Interest bearing deposits             |                                         
|Savings and NOW accounts              |                                         
|Other interest bearing checking       |                                         
|Money market savings                  |                                         
|Savings certificates                  |                                         
|Certificates over $100,000            |                                         
|                                      |                                         
|Total Interest Bearing Deposits       |                                         
|                                      |                                         
|Total Deposits                        |                                         
|Short-term borrowings                 |                                         
|Long-term debt                        |                                         
|                                      |                                         
|Total Interest Bearing Liabilities    |                                         
|Other noninterest bearing liabilities |                                         
|                                      |                                         
|Total Liabilities                     |                                         
|Minority Interest                     |                                         
|Redeemable Class A Common Stock       |                                         
|Shareholders equity                  |                                         
|                                      |                                         
|Total Liabilities and Equity          |                                         
|                                      |                                         
|Net interest income                   |                                         
|                                      |                                         
|Net interest spread                   |                                         
|Net interest margin                   |                                         

|_____________________
|---------------------
|(1)                  

|(2) | Net of unearned discount and includes nonaccrual loans and leases.
|--- | ------------------------------------------------------------------

|(3) | Excluding net unrealized gain (loss) on available-for-sale securities.
|--- | ----------------------------------------------------------------------

|(4) | Before deducting the reserve for loan losses.
|--- | ---------------------------------------------

18

---

|                                      |  | For the Nine Months Ended September 30,
|------------------------------------- |  | ---------------------------------------
|
|
|
|
|
|Assets                                |  |                                        
|Loans and Leases (2)                  |  |                                        
|Commercial and other                  |  |                                        
|Commercial real estate                |  |                                        
|Agricultural                          |  |                                        
|Residential real estate               |  |                                        
|Consumer                              |  |                                        
|Tax-exempt                            |  |                                        
|                                      |  |                                        
|Total Loans and Leases                |  |                                        
|Reserve for loan losses               |  |                                        
|                                      |  |                                        
|Net Loans and Leases                  |  |                                        
|Securities (3)                        |  |                                        
|Taxable                               |  |                                        
|Tax-exempt                            |  |                                        
|                                      |  |                                        
|Total Securities                      |  |                                        
|Federal funds sold                    |  |                                        
|Other earning assets                  |  |                                        
|                                      |  |                                        
|Total Earning Assets(4)               |  |                                        
|Cash and due from banks               |  |                                        
|Other non interest earning assets     |  |                                        
|                                      |  |                                        
|Total Assets                          |  |                                        
|                                      |  |                                        
|                                     
|Liabilities and Shareholders Equity  |  |                                        
|Noninterest bearing deposits          |  |                                        
|Interest bearing deposits             |  |                                        
|Savings and NOW accounts              |  |                                        
|Other interest bearing checking       |  |                                        
|Money market savings                  |  |                                        
|Savings certificates                  |  |                                        
|Certificates over $100,000            |  |                                        
|                                      |  |                                        
|Total Interest Bearing Deposits       |  |                                        
|                                      |  |                                        
|Total Deposits                        |  |                                        
|Short-term borrowings                 |  |                                        
|Long-term debt                        |  |                                        
|                                      |  |                                        
|Total Interest Bearing Liabilities    |  |                                        
|Other noninterest bearing liabilities |  |                                        
|                                      |  |                                        
|Total Liabilities                     |  |                                        
|Minority Interest                     |  |                                        
|Redeemable Class A Common Stock       |  |                                        
|Shareholders equity                  |  |                                        
|                                      |  |                                        
|Total Liabilities and Equity          |  |                                        
|                                      |  |                                        
|Net interest income                   |  |                                        
|                                      |  |                                        
|Net interest spread                   |  |                                        
|Net interest margin                   |  |                                        

|_____________________
|---------------------
|(1)                  

|(2) | Net of unearned discount and includes nonaccrual loans and leases.
|--- | ------------------------------------------------------------------

|(3) | Excluding net unrealized gain (loss) on available-for-sale securities.
|--- | ----------------------------------------------------------------------

|(4) | Before deducting the reserve for loan losses.
|--- | ---------------------------------------------

19

---

The following table illustrates, on
a tax-equivalent basis, for the periods indicated, the changes in our net interest income
due to changes in volume and changes in interest rates. Changes in net interest income
other than those due to volume have been included in changes due to rate:

|                                                 |  | Three Months Ended September 30, |   | Nine Months Ended September 30,
|------------------------------------------------ |  | -------------------------------- | - | -------------------------------
|
|
|
|
|
|
|Interest earning assets:                         |  |                                  |   |                                
|Loans and leases (1)                             |  |                                  | $ | 7,010                          
|Taxable securities                               |  |                                  |   | (52                            
|Tax-exempt securities (1)                        |  |                                  |   | 360                            
|Federal funds sold                               |  |                                  |   |                               
|Other interest earning assets                    |  |                                  |   | 2                              
|                                                 |  |                                  |   |                                
|Total interest earning assets                    |  |                                  | $ | 7,320                          
|                                                 |  |                                  |   |                                
|                                                
|Interest bearing liabilities:                    |  |                                 
|Savings and NOW accounts                         |  |                                  | $ | (15                            
|Money market and other interest-bearing checking |  |                                  |   | (206                           
|Savings certificates                             |  |                                  |   | 3,066                          
|Short-term borrowings                            |  |                                  |   | 396                            
|Long-term debt                                   |  |                                  |   | (1,080                         
|                                                 |  |                                  |   |                                
|Total interest-bearing liabilities               |  |                                  |   | 2,161                          
|                                                 |  |                                  |   |                                
|                                                
|Change in net interest income                    |  |                                  | $ | 5,159                          
|                                                 |  |                                  |   |                                

|_____________________
|---------------------
|(1)                  

Provision for Loan Losses.   The provision for loan
losses is charged against earnings to maintain the reserve for loan losses to cover losses inherent in the portfolio as of the
reporting date. We recorded net charge-offs of $12.2 million during the third quarter of 2005 compared to $0.7 million for the
same period in 2004. We recorded a provision for loan losses of $5.1 million in the third quarter of 2005 compared to $1.7 million
for the same quarter in 2004. On a year-to-date basis, net charge-offs increased to $12.4 million for the first nine months of
2005 compared to $2.2 million for the same period in 2004. The provision for loan losses increased to $10.8 million in the first
nine months of 2005 from $5.6 million in the first nine months of 2004. The increases in both charge-offs and the provision for
loan losses were primarily attributable to the charge-off of a $10.2 million aircraft lease to a major U.S. airline which filed
for bankruptcy during the third quarter of 2005. Our ratio of reserve for loan losses to total loans and leases decreased to 1.20%
at September 30, 2005 from 1.28% at December 30, 2004. For further discussion related to the allowance for loan losses, see the
later section entitled  Financial Condition  Reserve for Loan Losses.

20

---

Noninterest Income.   Noninterest income increased $4.4
million or 22.8% to $23.7 million in the third quarter of 2005 from $19.3 million in the same period in 2004. This is largely the
result of a $3.2 million gain on sale of loans related to the transfer in September 2005 of $229.9 million of home equity loans to
a special interest trust in connection with a securitization transaction and the subsequent sale of $200.0 million of the
sellers interest in these loans to a commercial paper conduit. On a year-to-date basis, noninterest income increased $2.9
million, or 4.9%, to $61.9 million in 2005 from $59.0 million in 2004. We recorded no investment securities gains during the first
nine months of 2005, compared to $2.1 million recorded in the first nine months of 2004.

The following table summarizes the components of noninterest income:

|                                     |  | Three Months Ended September 30, |   | Nine Months Ended September 30,
|------------------------------------ |  | -------------------------------- | - | -------------------------------
|
|
|                                    
|Service charges                      |  |                                  | $ | 8,261                          
|Insurance                            |  |                                  |   | 2,464                          
|Investment management and trust fees |  |                                  |   | 2,917                          
|Brokerage                            |  |                                  |   | 1,557                          
|Gain on sale of loans                |  |                                  |   | 6,685                          
|Gain on sale of securities           |  |                                  |   |                               
|Other  noninterest income            |  |                                  |   | 1,767                          
|                                     |  |                                  |   |                                
|Total noninterest income             |  |                                  | $ | 23,651                         
|                                     |  |                                  |   |                                

Noninterest Expense.   Noninterest expense increased
$4.2 million or 9.9% to $47.0 million in the third quarter of 2005 from $42.8 million in the third quarter of 2004. Increases in
personnel costs accounted for approximately 79.1% of the increase in noninterest expenses when comparing the two periods.
Exclusive of personnel costs, total noninterest expense increased $0.9 million or 5.1% when comparing the same two periods. On a
year-to-date basis, noninterest expense increased $10.1 million or 7.9% to $137.5 million in 2005 from $127.4 million in 2004.

21

---

The following table summarizes the components of noninterest expense:

|                                   |  | Three Months Ended September 30, |   | Nine Months Ended September 30,
|---------------------------------- |  | -------------------------------- | - | -------------------------------
|
|
|                                  
|Salaries and wages                 |  |                                  | $ | 22,880                         
|Employee benefits                  |  |                                  |   | 6,041                          
|Occupancy                          |  |                                  |   | 3,070                          
|Furniture and equipment            |  |                                  |   | 2,936                          
|Printing, postage and telephone    |  |                                  |   | 1,557                          
|Marketing                          |  |                                  |   | 1,748                          
|Data processing fees               |  |                                  |   | 2,897                          
|Professional fees                  |  |                                  |   | 969                            
|Other real estate owned            |  |                                  |   | 37                             
|FDIC premiums and examination fees |  |                                  |   | 484                            
|Amortization of intangibles        |  |                                  |   | 651                            
|Other noninterest expense          |  |                                  |   | 3,768                          
|                                   |  |                                  |   |                                
|Total noninterest expense          |  |                                  | $ | 47,038                         
|                                   |  |                                  |   |                                

A common industry statistic used to measure the productivity of banking
organizations is the operating efficiency ratio. The operating efficiency ratio measures the cost required to generate each dollar
of revenue and is calculated by dividing noninterest expense by tax-equivalent net interest income and noninterest income. Our
operating efficiency ratio was 56.5% for the third quarter of 2005 compared to 59.5% for the third quarter of 2004 and 58.7% for
the first nine months of 2005 compared to 61.0% for the same period in 2004.

Income Taxes.   The provision for income taxes was
$10.3 million for the quarter ended September 30, 2005 compared to $8.8 million for the same period in 2004. On a year-to-date
basis, the provision for income taxes increased to $27.9 million for the nine months ended September 30, 2005 from $23.9 million
for the same period in 2004. Comparing the third quarter of 2005 to the same period in 2004, our overall effective tax rate
increased to 35.9% from 35.0%, while on a year-to-date basis, our effective tax rate increased to 35.2% from 34.4% due primarily
to an increase in effective state tax rates.

22

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# Financial Condition

Loan and Lease Portfolio.   The following table
presents the components of our gross loans and lease portfolio:

|                        |  | At September 30, 2005 |   | At December 31, 2004
|----------------------- |  | --------------------- | - | --------------------
|
|
|
|                       
|Commercial              |  |                       | $ | 1,068,515           
|Commercial real estate  |  |                       |   | 1,503,792           
| Construction          |  |                       |   | 178,757             
|Agricultural            |  |                       |   | 535,216             
|Residential real estate |  |                       |   | 769,731             
| Construction          |  |                       |   | 36,340              
|Consumer                |  |                       |   | 366,957             
|Tax-exempt              |  |                       |   | 180,563             
|                        |  |                       |   |                     
|Total                   |  |                       | $ | 4,639,871           
|                        |  |                       |   |                     

Our total loan and lease portfolio increased to $4.6 billion at September 30,
2005 from $4.5 billion at December 31, 2004. Commercial loans increased by $67.0 million or 6.7% during the first nine months of
2005, and commercial real estate loans increased by $104.7 million or 6.6% during the same period. The growth in commercial and
commercial real estate loans is primarily due to increased customer calling activity and is spread fairly equally across all
operating regions of the company. Agricultural loans increased by $39.2 million or 7.9% during the first nine months of 2005.
Residential real estate loans decreased by $134.4 million or 14.3%, with most of the decrease due to the transfer of $229.9
million of home equity loan assets in September 2005 to a special interest trust in a securitization transaction and the
subsequent sale of $200.0 million of the sellers interest in these loans to a commercial paper conduit. Consumer loans
increased moderately by $4.3 million or 1.2%, and tax-exempt loans increased $17.0 million or 10.4% during the first nine months
of 2005. We pledge certain eligible loans as collateral to secure Federal Home Loan Bank (FHLB) advances.

Nonperforming Assets.   Nonperforming assets include
nonaccrual loans, restructured loans and other real estate owned (OREO). Nonperforming assets were $14.5 million at
September 30, 2005, an increase of $3.2 million or 27.9% from the $11.4 million level at December 31, 2004. Nonperforming assets
as a percentage of total loans, leases and OREO increased to 0.31% at September 30, 2005 from 0.25% at December 31, 2004. Accruing
loans and leases 90 days or more past due totaled $7.6 million at September 30, 2005 compared to $5.2 million at December 31,
2004.

23

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Our nonperforming assets are summarized in the following table:

|                                                                                                            |  | September 30,2005 |   | December 31,2004
|----------------------------------------------------------------------------------------------------------- |  | ----------------- | - | ----------------
|
|
|                                                                                                           
|Nonaccrual loans and leases                                                                                 |  |                   | $ | 12,664          
|Restructured loans and leases                                                                               |  |                   |   | 134             
|                                                                                                            |  |                   |   |                 
|Total nonperforming loans and leases                                                                        |  |                   |   | 12,798          
|Other real estate owned (OREO)                                                                              |  |                   |   | 1,747           
|                                                                                                            |  |                   |   |                 
|Total nonperforming assets                                                                                  |  |                   | $ | 14,545          
|                                                                                                            |  |                   |   |                 
|                                                                                                           
|Accruing loans and leases 90 days or more past due                                                          |  |                   | $ | 7,600           
|                                                                                                            |  |                   |   |                 
|                                                                                                           
|Nonperforming loans and leases to total loans and leases                                                    |  |                   |   | 0.28            
|Nonperforming assets to total loans, leases and OREO                                                        |  |                   |   | 0.31            
|Nonperforming assets and accruing loans and leases 90 days or more past due to total loans, leases and OREO |  |                   |   | 0.48            

Reserve for Loan Losses.   At September 30, 2005, the
reserve for loan losses was $55.6 million, a decrease of $2.3 million or 4.0% from the balance of $58.0 million at December 31,
2004. The decline in the reserve is primarily due to a decline in reserves allocated to airline lease exposure after the
charge-off a $10.2 million aircraft lease to a major U.S. airline that filed for bankruptcy during the third quarter of 2005. The
reserve for loan losses as a percentage of total loans and leases was 1.20% at September 30, 2005 compared to 1.28% at December
31, 2004.

24

---

Activity in the reserve for loan and
lease losses for the following periods is shown in the following table:

|                                                                       |  | Three Months Ended September 30, |   | Nine Months Ended September 30,
|---------------------------------------------------------------------- |  | -------------------------------- | - | -------------------------------
|
|
|Balance at beginning of period                                         |  |                                  |   | 63,468                         
|Charge-offs:                                                           |  |                                 
|Commercial                                                             |  |                                  |   | 10,453                         
|Commercial real estate                                                 |  |                                  |   | 20                             
|Agricultural                                                           |  |                                  |   | 9                              
|Residential real estate                                                |  |                                  |   | 1,041                          
|Consumer                                                               |  |                                  |   | 787                            
|                                                                       |  |                                  |   |                                
|Total charge-offs                                                      |  |                                  |   | 12,310                         
|Recoveries:                                                            |  |                                 
|Commercial                                                             |  |                                  |   | 14                             
|Commercial real estate                                                 |  |                                  |   | 6                              
|Agricultural                                                           |  |                                  |   | 6                              
|Residential real estate                                                |  |                                  |   | 17                             
|Consumer                                                               |  |                                  |   | 105                            
|                                                                       |  |                                  |   |                                
|Total recoveries                                                       |  |                                  |   | 148                            
|                                                                       |  |                                  |   |                                
|Net charge-offs                                                        |  |                                  |   | 12,162                         
|Provision for loan losses                                              |  |                                  |   | 5,127                          
|Reserve related to (sold) acquired assets                              |  |                                  |   | (800                           
|                                                                       |  |                                  |   |                                
|Balance at end of period                                               |  |                                  | $ | 55,633                         
|                                                                       |  |                                  |   |                                
|Average loans and leases                                               |  |                                  | $ | 4,802,406                      
|                                                                      
|Annualized net charge-offs to average loans and leases                 |  |                                  |   | 1.00                           
|_________________________________________                              |  |                                  |   |                                
|                                                                      
|Reserve for loan losses as a percentage of period-end loans and leases |  |                                  |   | 1.20                           

25

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Securities.   Our investment portfolio, including
available-for-sale securities and held-to-maturity securities, was $1.2 billion at September 30, 2005 and December 31, 2004.
During the first nine months of 2005, we reinvested all of the $303.3 million in proceeds from matured securities in obligations
of state and political subdivisions and mortgage-backed securities. We pledge certain investment securities as collateral to
secure public deposits and for other purposes.

Deposits.   Total deposits increased to $4.6 billion at
September 30, 2005 from $4.2 billion at December 31, 2004. Noninterest bearing deposits increased $34.0 million or 4.1% to $859.7
million at September 30, 2005 from $825.8 million at December 31, 2004. Interest bearing deposits increased $335.8 million or 9.9%
to $3.7 billion at September 30, 2005 from $3.4 billion at December 31, 2004 primarily as the result of an increase of $197.1
million in deposits acquired through brokers.

Borrowings.   Short-term borrowings, which include
federal funds and repurchase agreements (which generally mature within one to 60 days of the transaction date), treasury tax and
loan notes (which generally mature within one to 30 days), FHLB advances (which mature within one year), and advances under an
unsecured revolving credit facility agreement, decreased $172.3 million or 17.4% to $816.1 million at September 30, 2005 from
$988.5 million at December 31, 2004. The decline in short-term borrowings was primarily the result of our use of $193.5 million in
proceeds from the securitization of home equity loans in September 2005 to pay down FHLB advances.

Long-term debt. At September 30, 2005, long-term debt consisted
of senior notes, junior subordinated deferrable interest debentures, FHLB advances and installment promissory notes. The $19.0
million in senior notes are unsecured, bear interest at a rate of 8.47% and mature on November 1, 2006. The junior subordinated
deferrable interest debentures were issued in 2001 in connection with our issuance of $76.5 million of mandatorily redeemable
preferred securities in two separate transactions. In February 2001, we issued $16.5 million of 10.2% Capital Securities through
Bremer Statutory Trust I (BST), and in May 2001, we issued $60.0 million of 9.0% Cumulative Capital Securities through
Bremer Capital Trust I (BCT). The proceeds of both of these offerings, combined with the $2.4 million in proceeds from
the sale by BST and BCT to the parent of their common securities, were invested by BST and BCT in junior subordinated deferrable
interest debentures (debentures) of the parent company. The debentures mature not earlier than July 15, 2006 and not
later than July 15, 2031. At September 30, 2005, the $76.5 million in Capital Securities qualified as Tier I capital under
guidelines of the Board of Governors of the Federal Reserve System (Federal Reserve Board). FHLB advances decreased to
$238.5 million at September 30, 2005 from $281.8 at December 31, 2004. The installment promissory notes mature in 2007.

We expect to issue additional junior subordinated debentures in June 2006 in
connection with the planned issuance of $60 million of mandatorily redeemable preferred securities. We expect that these
mandatorily redeemable preferred securities will be issued on a floating rate basis in a trust preferred pool transaction. We
expect that the proceeds from this anticipated transaction will be used to retire the $60 million of 9.0% Cumulative Capital
Securities issued through BCT in 2001. We have entered into a forward starting interest rate swap with a notional amount of $60
million and an effective date of June 1, 2006 to effectively convert the floating rate interest payments associated with the
anticipated transaction to a fixed rate for ten years. At September 30, 2005, the estimated fair value of the interest rate swap
was $(0.3) million. This unrealized loss, which is recorded on the balance sheet in other liabilities, has been excluded from
earnings and reported, net of tax, as a separate component of shareholders equity until realized.

26

---

Capital Management.   The Federal Deposit Insurance
Corporation Improvement Act (FDICIA) required the establishment of a capital-based supervisory system of prompt
corrective action for all depository institutions. The Federal Reserve Boards implementation of FDICIA defines
well-capitalized institutions as those whose Tier I capital ratio equals or exceeds 6%, total risk-based capital ratio
equals or exceeds 10%, and leverage ratio equals or exceeds 5%. We have maintained our capital at the well-capitalized
level in each of these categories in the past and expect to do so in the future. The capital ratios of the Subsidiary Banks in
each of these categories met or exceeded the well-capitalized ratios as of September 30, 2005.

The following table compares our consolidated capital ratios with the minimum
requirements for well-capitalized and adequately capitalized banks as of September 30, 2005:

|                                          |  |  |  |       |   |  |  | Minimum Requirements
|----------------------------------------- |  |  |  | ----- | - |  |  | --------------------
|
|
|                                          |  |  |  |       |   |  |  |                     
|Tier I capital to risk-weighted assets    |  |  |  | 10.33 | % |  |  | 10.13               
|Total capital to risk-weighted assets     |  |  |  | 11.50 |   |  |  | 11.38               
|Tier I capital to average tangible assets |  |  |  | 8.22  |   |  |  | 8.21                

Payment of dividends to us by the subsidiary banks is subject to various
limitations by bank regulators, which includes maintenance of certain minimum capital ratios.

Liquidity Management.   The objective of liquidity
management is to assure the continuous availability of funds to meet our financial commitments. We use an asset liability
management committee (ALCO) as part of our risk management process. ALCO is responsible for managing balance sheet and
off-balance sheet commitments to meet the needs of customers while achieving our financial objectives. ALCO meets regularly to
review funding capacity, current and forecasted loan demand, investment opportunities, and liquidity positions as outlined in our
asset liability policy. With this information, ALCO guides changes in the balance sheet structure to provide for adequate ongoing
liquidity.

Our primary source of funding is through the acquisition and retention of
funds in the local markets we serve. This in-market funding provides a historically stable source of funding. The combination of
in-market funding and capital funded 82.8% of average total assets during the first nine months of 2005. Although we prefer to
fund the balance sheet with in-market funding sources, another source of liquidity is our ready access to regional and national
wholesale funding markets, including FHLB advances, brokered deposits, and federal funds purchased. As of September 30, 2005, we
had short-term and long-term borrowings from the FHLB in the amount of $514.6 million. In order to secure those borrowings, we had
pledged $2.0 billion in loan assets to the FHLB. In addition to the amounts borrowed as of September 30, 2005, we had the capacity
to borrow an additional $440.0 million from the FHLB without the need to provide additional collateral. In the brokered deposit
market, we maintain relationships with six major securities dealers that function as intermediaries between investors and banks in
the national market for FDIC-insured time savings certificates. Our deposit balances at September 30, 2005 included $263.4 million
acquired through these broker sources, and we have the capacity to add significant additional funding from these sources as
needed. In September 2005, we generated $193.5 million in proceeds though the transfer of $229.9 million of home equity loan
assets to a special interest trust in a securitization transaction and the subsequent sale of $200.0 million of the sellers
interest in these loans to a commercial paper conduit. As of September 30, 2005, we also had available $15.0 million of borrowing
capacity under an unsecured credit facility. As of September 30, 2005, there were no advances outstanding under this facility.
This credit facility is used primarily for contingency purposes.

27

---

Commitments and Contingencies.   In connection with the
expected issuance of $60 million of floating rate long term debt in a trust preferred securities pool transaction scheduled for
June 2006, we entered into a forward starting interest rate swap in April 2005 to effectively convert the floating rate interest
payments on the expected debt issuance to a fixed rate for 10 years. There have been no other material changes in our outstanding
commitments and contingencies since those reported at December 31, 2004 in our Annual Report on Form 10-K for 2004.

# Item 3.    Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risk exposures that affect the
quantitative and qualitative disclosures presented as of December 31, 2004 in the Annual Report on Form 10-K for 2004.

# Item 4.    Controls and Procedures

The Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer,
of the effectiveness, as of September 30, 2005, of the design and operation of the Companys disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Disclosure controls and
procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the
Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures were effective as of September 30, 2005 to ensure that
information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Securities and
Exchange Commission. There was no change in our internal control over financial reporting that occurred during the quarter ended
September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Companys internal control
over financial reporting.

28

---

# PART II  OTHER INFORMATION

# Item 6.    Exhibits

|(a) |  | The Company is filing the following exhibits with this Quarterly
Report on Form 10-Q:
|--- |  | -------------------------------------------------------------------------------------

| | 31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
| | ---- |  | ------------------------------------------------------------------------------

| | 31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
| | ---- |  | ------------------------------------------------------------------------------

| | 32.1 |  | Section 1350 Certification of Chief Executive Officer.
| | ---- |  | ------------------------------------------------------

| | 32.2 |  | Section 1350 Certification of Chief Financial Officer.
| | ---- |  | ------------------------------------------------------

29

---

# SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|Dated: |                                                                                 | November 10, 2005 |  | BREMER FINANCIAL CORPORATION
|------ | ------------------------------------------------------------------------------- | ----------------- |  | ----------------------------
|      
|      
|       |                                                                                 |                   |  | By:                         
|       |                                                                                 |                   | 
|       | Stan K. DardisPresident andChief Executive Officer(Principal Executive Officer) |                  
|      
|      
|       |                                                                                 |                   |  | By:                         
|       |                                                                                 |                   | 
|       | Stuart F. BradtController(Chief Accounting Officer)                             |                  

30

---

# INDEX TO EXHIBITS

| | Description of Exhibits
| | -----------------------

| | 31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
| | ---- |  | ------------------------------------------------------------------------------

| | 31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
| | ---- |  | ------------------------------------------------------------------------------

| | 32.1 |  | Section 1350 Certification of Chief Executive Officer.
| | ---- |  | ------------------------------------------------------

| | 32.2 |  | Section 1350 Certification of Chief Financial Officer.
| | ---- |  | ------------------------------------------------------

---