<PAGE>
Exhibit 10.7

Long-Term Stock Compensation Plan, Agreements and related documents, effective 
for 1993, under which certain of the Company's senior officers and bank 
presidents were eligible to receive shares of Brenton Banks, Inc. stock based 
upon their service to the Company and Company performance.  
     48

<PAGE>
BRENTON BANKS, INC.

Long-Term Stock Compensation Plan
Grant Agreement

     This Grant Agreement made on the date set forth below, by and between 
Brenton Banks, Inc., an Iowa Corporation (the "Company") and Phillip L. Risley, 
an employee of the Company or a Subsidiary thereof (the "Grantee").

     The Company desires to carry out the purpose of its Long-Term Stock 
Compensation Plan by awarding Restricted Stock Grants and Incentive Stock 
Grants to the Grantee pursuant to the terms set forth herein.  

     NOW, THEREFORE, in consideration of the mutual covenants set forth in this 
Agreement and for good and valuable consideration, the Company and the Employee 
have agreed, and do by this Agreement agree, as follows:

1.   Terms.  Those terms defined in the Brenton Banks, Inc., Long-Term Stock
     Compensation Plan or in the Administrative Rules adopted thereunder
     shall have the same meaning when used in this Agreement.  

2.   Restricted Stock Grant.  The Company by this Agreement irrevocably
     awards the Grantee the rights to acquire 2,033 shares of the Company's
     Stock pursuant to the terms of a Restricted Stock Grant, set forth in
     the provisions of the Plan (a copy of which is attached hereto as
     Exhibit A), the Administrative Rules adopted pursuant to the Plan (a
     copy of which are attached hereto as Exhibit B), and the Resolution of
     the Company's Board of Directors (a copy of which is attached hereto as
     Exhibit C).  

3.   Incentive Stock Grant.  The Company by this Agreement irrevocably awards
     the Grantee the rights to acquire 3775 shares of the Company's Stock
     pursuant to the terms of a Incentive Stock Grant, set forth in the
     provisions of the Plan (a copy of which is attached hereto as Exhibit
     A), the Administrative Rules adopted pursuant to the Plan (a copy of
     which are attached hereto as Exhibit B), the Resolution of the Company's
     Board of Directors (a copy of which is attached hereto as Exhibit C) and
     the Performance Criteria adopted by the Board (a copy of which is
     attached hereto as Exhibit D).

4.   Terms.  All of the terms, conditions and provisions contained in the
     Plan, Administrative Rules, Resolutions of the Board and Performance
     Criteria set forth in Exhibits A, B, C, and D shall be incorporated
     herein by this reference, and shall govern the provisions of awards set
     forth in this Agreement.  

5.   Stock Legend.  The Grantee hereby consents to the imposition of an
     appropriate legend upon the Stock issued pursuant to the Grants.  The
     legend shall be in the form prescribed by the Company's legal counsel if
     said counsel deems it necessary.  

6.   Notices.  Any notices provided for under this Agreement shall be in
     writing and shall be delivered in person to the party to be notified or
     sent by certified mail.  Notices sent to the 

<PAGE>
     Company shall be addressed to Brenton Banks, Inc., 300 Capital Square,
     Des Moines, Iowa, 50309. Notices sent to the Grantee shall be sent to
     the Grantee's address as it appears in the Company's regular records. 

7.   Entire Agreement.  This Agreement constitutes the entire agreement
     between the Company and the Grantee.  No waiver, modification or
     amendment of any of the terms of this Agreement shall be effective
     unless set forth in a written agreement signed by the Company and the
     Grantee.  

     In Witness Whereof, the parties have executed this Agreement on the 8th 
day of February, 1994.  

BRENTON BANKS, INC.


By_____________________________________

Its____________________________________

COMPANY



_______________________________________
Phillip L. Risley

GRANTEE

<PAGE>
BRENTON BANKS, INC.
Long-Term Stock Compensation Plan

1.   Purpose.  The Long-Term Stock Compensation Plan (the "Plan") is intended 
to advance the interests of Brenton Banks, Inc. (the "Company"), it 
shareholders, and its subsidiaries by providing financial incentives to key 
management personnel and by encouraging and enabling selected officers and 
other key employees upon whose judgment, initiative and effort the Company is 
largely dependent for the successful conduct of its business, to acquire and 
retain a proprietary interest in the Company by ownership of its stock.

2.   Definitions.

     2.1   "Board" means the Board of Directors of the Company.

     2.2   "Stock" means the Company's $5.00 par value Common Stock or, in the 
event that the Company issues a different class of stock with the same or 
higher dividend and liquidation rights as the Company's $5.00 Common Stock but 
with lesser voting rights, such stock.

     2.3   "Date of Grant" means the date on which the Board authorizes a grant 
under the Plan.

     2.4   "Grant" means the right to acquire Common Stock and/or cash awarded 
under the Plan (including both Incentive Stock Grants and Restricted Stock 
Grants).

     2.5   "Incentive Stock Grant" means a Grant of Stock pursuant to the 
provisions of Section 6.2.

     2.6   "Restricted Stock Grant" means a Grant of Stock pursuant to the 
provisions of Section 6.1.

     2.7   "Grantee" means a person to whom a Grant has been awarded under the 
Plan.

     2.8   "Disability" or "Disabled" shall be as defined under the Company's 
disability plan, if any, or under the Social Security Rules.

     2.9   "Subsidiary" or "Subsidiaries" means a subsidiary corporation or 
corporations of the Company as defined in Section 425 of the Internal Revenue 
Code.

     2.10  "Successor" means the legal representative of the estate of a 
deceased Grantee or the person or persons who acquire the right to exercise a 
Grant by bequest or inheritance or otherwise by reason of the death or 
disability of any Grantee.

     2.11  "Administrative Rules" means Rules adopted by a majority vote of the 
Board to interpret the provisions of the Plan or to impose other terms, 
conditions and restrictions on the Grant,  issuance and transfer of Grants and 
Stock issued pursuant to the award of Grants.  Administrative Rules shall, upon 
adoption, become part of this Plan as if originally stated herein.  

<PAGE>
The Rules adopted by the Board shall be passed by resolution and kept at the 
Company's main office.

     2.12  "Change in Control" shall mean a change in the ownership of 50% or 
more of the Company's par Value $5.00 Common Stock as certified by the 
Secretary of the Company.

     2.13  "Performance Criteria" shall mean the criteria established by the 
Board pursuant to Section 6.2.3 of the Plan.

     2.14  "Qualified Contingent Vesting Event" shall mean an event described 
in Sections 6.2.4.2, 6.2.4.3, and 6.2.4.4.

3.   Administration of Plan.  The Plan shall be administered by the Board.  
Grants to members of the Board may be granted only by a majority of the 
disinterested members of the Board.  The Board shall have full and final 
authority in its discretion, subject to the provisions of the Plan, to 
determine the individuals to whom and the time or times at which Grants shall 
be made and the number of shares of Stock covered by each Grant; to determine 
the Performance Criteria with respect to Incentive Stock Grants; to construe 
and interpret the Plan; to determine the terms and provisions of the respective 
Grant agreements and to make all other determinations and take all other 
actions deemed necessary or advisable for the proper administration of the 
Plan.  All such actions and determinations shall be conclusively binding for 
all purposes and upon all persons.

4.   Stock Subject to Grant.  The aggregate number of shares of the Company's 
Stock which may be issued upon the exercise of Grants made under the Plan shall 
not exceed 240,000, subject to adjustment under the provisions of Section 11.  
The shares of Stock to be granted may be authorized but unissued shares, shares 
issued and reacquired by the Company or shares bought on the market for the 
purposes of the Plan.  In the event any Grant shall, for any reason, terminate 
or expire or be surrendered to the Company, the shares subject to such Grant 
shall again be available to be awarded under the Plan.

5.   Participants.  Grants may be awarded under the Plan to officers, directors 
and key employees of the Company or of any of its Subsidiaries.  

6.   Terms and Conditions of Grants.  Any Grant under the Plan shall be 
evidenced by an agreement executed by the Company and the applicable Grantee 
and shall contain such terms and be in such form as the Board may from time to 
time approve, subject to the following limitations and conditions:

     6.1   Restricted Stock Grants.

           6.1.1   Authorized Shares.  The aggregate number of shares that
     may be awarded to employees under the Plan pursuant to Restricted Stock
     Grants shall not exceed 84,000 shares of Stock.  In the event any
     Restricted Stock Grant shall, for any reason, be forfeited, terminated,
     expire or be surrendered to the Company, the shares subject to such
     Restricted Stock Grant shall again be available to be awarded as a
     Restricted Stock Grant under the Plan.

<PAGE>
           6.1.2   Restricted Stock Grants.  Restricted Stock may be awarded
     by the Board to participants of the Company chosen by the Board in its
     sole discretion.  The amount of each award shall be subject to the terms
     and conditions set forth in an agreement between the Company and the
     Grantee containing the terms and conditions of the award, which shall be
     consistent with the provisions set forth in this Plan and the
     Administrative Rules adopted by the Board. All Restricted Stock Grants
     that do not vest pursuant to the provisions of Section 6.1.3 shall be
     forfeited.

           6.1.3   Vesting of Restricted Stock Grants.  Restricted Stock
     Grants shall vest with the Grantee following the Grantee's completion of
     three (3) successive calendar years of employment with the Company or
     any Subsidiary, with said years being specified by the Board.  The
     Restricted Stock Grants awarded to Grantees shall be considered vested
     or forfeited on the January 1st following completion of the third
     successive calendar year of employment with the Company or any
     Subsidiary.  

           6.1.4   Notwithstanding the foregoing:

           6.1.5   Termination of Employment.  Upon termination of a
     Grantee's employment with the Company or with any of its Subsidiaries
     for reasons other than death, disability, retirement after age 65 or
     retirement before age 65 with Board approval, the Grantee's and the
     Company's rights, duties and obligations under the Restricted Stock
     Grant shall be terminated and the Restricted Stock Grants shall be
     forfeited.

           6.1.6   Death or Disability of Grantee.  If a Grantee to whom a
     Restricted Stock Grant shall have been awarded, shall die or become
     disabled while the Grantee is employed by the Company or one or more of
     its Subsidiaries, such Restricted Stock Grant shall thereupon be 100%
     vested. 

           6.1.7   Retirement of Grantee.  In the event that a Grantee to
     whom a Restricted Stock Grant shall have been awarded shall retire upon
     or after the age of 65, any Restricted Stock Grant held by such retired
     Grantee shall thereupon be 100% vested.  In the event Grantee retires
     prior to age 65, with the approval of the Board in its sole discretion,
     the Restricted Stock Grant will become (i) one-third (1/3) vested if the
     retirement occurs after the completion of the first calendar year
     specified by the Board but prior to the completion of the second
     calendar year specified by the Board and (ii) 100% vested if the
     retirement occurs after the completion of the second calendar year
     specified by the Board.   If the Grantee retires prior to the age of 65
     without the approval of the Board, the provisions of Section 6.1.4.1
     shall control.

           6.1.8   Change in Control of the Company.  In the event of a
     Change in Control of the Company, the outstanding Restricted Stock
     Grants shall thereupon be 100% vested, and, to the extent permitted by
     law, the Grantees shall be permitted to participate in the sale or
     merger resulting in the Change in Control.

           6.1.9   Incentive Stock Grants.

<PAGE>
           6.1.10  Authorized Shares.  The aggregate number of shares that
     may be awarded to employees under the Plan pursuant to Incentive Stock
     Grants shall not exceed 156,000 shares of Stock.  In the event any
     Incentive Stock Grant shall, for any reason, be forfeited, terminate or
     expire or be surrendered to the Company, the shares subject to such
     Incentive Stock Grant shall again be available to be awarded as a
     Incentive Stock Grant under the Plan.

           6.1.11  Incentive Stock Grants.  Incentive Stock Grants may be
     awarded by the Board to participants of the Company chosen by the Board
     in its sole discretion.  The amount of each award shall be subject to
     the terms and conditions set forth in an agreement between the Company
     and the Grantee containing the terms and conditions of the award, which
     shall be consistent with the provisions set forth in this Plan and the
     Administrative Rules adopted by the Board.   All Incentive Stock Grants
     that do not vest pursuant to the provisions of Section 6.2.3 shall be
     forfeited. 

           6.1.12  Vesting of Incentive Stock Grants.  Incentive Stock Grants
     shall vest with the Grantee following: (a) the Grantee's completion of
     three (3) successive calendar years of employment, with said years
     specified by the Board; and (b) the Company achieving the Performance
     Criteria specified by the Board on the Grant Date.   The number of
     shares vested pursuant to any Grant, if any, shall be determined
     pursuant to the Performance Criteria set by the Board.  The Stock
     awarded pursuant to Incentive Stock Grant shall be considered vested or
     forfeited on the January 1st following completion of the third 
     successive calendar year specified by the Board.

           6.1.13  Performance Criteria.  The Performance Criteria shall be
     set by the Board.  The Performance Criteria shall be the same for each
     Grantee receiving a Grant on a particular Grant Date, provided that the
     Performance Criteria set with respect to a particular Grant Date may be
     different from Performance Criteria set for prior or subsequent Grant
     Dates.  The Board shall determine the Performance Criteria prior to or
     during the first year of the performance period specified by the Board.  

           6.1.14  Performance in Excess of 100% of Incentive Stock Grant.
     The Board may establish Performance Criteria in amounts that exceed 100%
     of the Performance Stock Granted to the Grantees.  In the event that the
     Performance Criteria set by the Board exceed 100% of the Stock to be
     awarded by a Grant, any and all amounts in excess of 100% shall be paid
     in cash to the Grantee based upon the Fair Market Value of the Stock on
     the date Incentive Stock Grant Vests.  For the purposes hereof, "Fair
     Market Value" shall be as determined by the Board and such determination
     shall be binding upon the Company and upon the Grantee.  The Board may
     make such determination: (i) in the case of Stock not then listed and
     traded upon a recognized securities exchange, upon the basis of the mean
     between the closing bid and asked quotations for such stock on the date
     the Incentive Stock Grants vest (as reported by the Wall Street Journal
     "NASDAQ Bid and Asked Quotations" National Market Listings or as
     reported by NASDAQ if not reported in the Wall Street Journal) or in the
     event that there shall be no bid or asked quotations on such date, then
     upon the basis of the bid and asked quotations nearest preceding such

<PAGE>
     date, or (ii) in the case the Stock shall then be listed and traded upon
     a recognized securities exchange, upon the basis of the mean between the
     highest and lowest selling prices at which shares of Stock were traded
     on such recognized securities exchange on the date the Incentive Stock
     Grants vest, as reported in the Wall Street Journal or, if the Stock was
     not traded on said date, the date nearest preceding such date, and (iii)
     upon any other factors which the Board shall deem appropriate.  

           6.1.15  Notwithstanding the foregoing:

           6.1.16  Termination of Employment.  Upon termination of a
     Grantee's employment with the Company or with any of its Subsidiaries
     for reasons other than death, disability, retirement after age 65 or
     retirement before age 65 with Board approval, the Grantee's and the
     Company's rights, duties and obligations under the Incentive Stock Grant
     shall be terminated and the Incentive Stock Grant shall be forfeited.  

           6.1.17  Death or Disability of Grantee.  If a Grantee to whom an
     Incentive Stock Grant shall have been awarded shall die or become
     disabled while he shall be employed by the Company or one or more of its
     Subsidiaries, such Incentive Stock Grant shall thereupon be vested in
     accordance with the provisions of Section 6.2.5 and said death or
     disability shall be deemed to be a Qualified Contingent Vesting Event.   
           6.1.18  Retirement of Grantee.  In the event that a Grantee to
     whom an Incentive Stock Grant shall have been awarded shall retire upon
     or after the age of 65, such Incentive Stock Grant held by such retired
     Grantee shall thereupon be vested in accordance with the provisions of
     Section 6.2.5 and said retirement shall be deemed to be a Qualified
     Contingent Vesting Event. In the event Grantee retires prior to age 65,
     the Incentive Stock Grant may become vested in accordance with the
     provisions of Section 6.2.5 upon the approval of the Board in its sole
     discretion; and upon such approval by the Board said retirement shall be
     deemed to be a Qualified Contingent Vesting Event.  If the Grantee
     retires prior to the age of 65 without the approval of the Board, the
     provisions of Section 6.2.4.1 shall control.

           6.1.19  Change in Control of the Company.  In the event of a
     Change in Control of the Company, such Incentive Stock Grants shall
     thereupon be vested in accordance with the provisions of Section 6.2.5,
     and said Change in Control shall be deemed to be a Qualified Contingent
     Vesting Event.  Furthermore, to the extent permitted by law, the
     Grantees shall be permitted to participate in the sale or merger
     resulting in the Change in Control.

           6.1.20  Contingent Vesting Rules.  Pursuant to the provisions of
     Sections 6.2.4.2, 6.2.4.3, and 6.2.4.4 the Incentive Stock Grants shall
     vest upon the occurrence of a Qualified Contingent Vesting Event, in
     accordance with the terms set forth below.  

           6.1.21  If a Qualified Contingent Vesting Event occurs prior to
     the completion of the first year of the performance period specified by
     the Board, all of the Incentive Stock 

<PAGE>
     Grants shall be forfeited and none of the Incentive Stock Grants
     shall thereafter become vested in the Grantee.  

           6.1.22  If a Qualified Contingent Vesting Event occurs after the
     completion of the first year of the performance period specified by the
     Board but prior to the completion of the second year of the performance
     period specified by the Board, the Grantee shall be entitled to receive
     one-third (1/3) of the Incentive Stock Grant that would vest if the
     Performance Criteria was applied to the financial results of the Company
     for the first fiscal year of the performance period.  All other
     Incentive Stock Grants not vested pursuant to the provisions of the
     preceding sentence shall be forfeited.

           6.1.23  If a Qualified Contingent Vesting Event occurs after the
     completion of the second year of the performance period specified by the
     Board, but prior to the completion of the third year of the performance
     period specified by the Board, the Grantee shall be entitled to receive
     100% of the Incentive Stock Grant that would vest if the Performance
     Criteria was applied to the financial results of the Company for the
     first and second fiscal years of the performance period.  All other
     Incentive Stock Grants not vested pursuant to the provisions of the
     preceding sentence shall be forfeited.  

7.   Delivery of Stock.  Stock and any cash payments (if applicable) to be 
delivered to a Grantee pursuant to the vesting of a Grant, shall be delivered 
to the Grantee within 90 days of the date the Grant vests.  In the event that a 
Grantee is unable to accept the Stock due to death, disability or otherwise,  
the Stock and any cash payments (if applicable) shall be delivered to the 
Grantee's Successor.  

8.   Fractional Shares.  No factional shares of Stock shall be issued to any 
participant pursuant to the terms of the Plan.  The vesting of any Grant shall 
be rounded to the nearest whole share.  In the event that 50% or more of a 
share shall vest pursuant to the terms of the Plan, the Participant shall be 
vested with the next whole share; to the extent that less than 50% of a share 
shall vest, the participant shall rounded down to the next whole share and the 
percentage of the share shall be disregarded.

9.   Shareholder Rights.  Neither a Grantee nor his Successor shall have any of 
the rights of a shareholder (including but not limited to voting or dividend 
rights) of the Company until the Grants have vested and the stock certificates 
evidencing the shares awarded by the Grants are properly delivered to such 
Grantee or his Successor; provided, however, that the Grantee shall be entitled 
to receive a cash payment (in the form of a bonus or death benefit) from the 
Company equal to the amount of any dividends which would have been payable on 
the Stock if the Stock had been issued to the Grantee on the date the Grant 
vested.  

10.  No Alteration of Employment Terms.  The Grant to an eligible person does 
not alter in any way the Company's or the relevant Subsidiary's existing rights 
to terminate such person's employment at any time for any reason, nor does it 
confer upon such person any rights or privileges except as specifically 
provided for in the Plan.

<PAGE>
11.  Adjustments.  In the event that the outstanding shares of Stock of the 
Company are hereafter increased or decreased or changed into or exchanged for a 
different number or kind of shares or other securities of the Company or of 
another corporation, by reason of a recapitalization, reclassification, stock 
split-up, combination of shares, or dividend or other distribution payable in 
capital stock, appropriate adjustment shall be made by the Board in the number 
and kind of shares as to which Grants may be made under the Plan.  In addition, 
there shall be appropriate adjustments made in the number and kind of shares of 
Stock as to which outstanding Grants shall be issued, to the end that the 
proportionate interest of the holder of the Grant shall, to the extent 
practicable, be maintained as before the occurrence of such event.  Such 
adjustment in outstanding Grants shall be made through a change in the total 
number or kind of shares awarded in the Grant.

12.  Restrictions on Issuing Shares.  The issuance of Stock pursuant to the 
vesting of a Grant shall be subject to the condition that, if at any time the 
Company shall determine in its discretion that the satisfaction of withholding 
tax or other withholding liabilities, or that the listing, registration, or 
qualification of any shares otherwise deliverable upon such exercise upon any 
securities exchange or under any state or federal law, or that the consent or 
approval of any regulatory body, is necessary or desirable as a condition of, 
or in connection with, the delivery of the Stock pursuant thereto, then in any 
such event, such delivery shall be deferred until such time as such 
withholding, listing, registration, qualification, consent or approval shall 
have been effected or obtained free of any conditions not acceptable to the 
Company.

13.  Suspension and/or Termination of Plan.  The Board may at any time suspend 
or terminate the Plan.  Unless previously terminated by the Board, no further 
Grants shall be awarded under the Plan after December 31, 1995.  No Grants may 
be awarded during any suspension or termination of the Plan.  No suspension or 
termination of the Plan shall, without a Grantee's consent, alter or impair any 
of the rights or obligations under any Grant theretofore awarded to such 
Grantee under the Plan.

14.  Nontransferability of Grants.  No Grant awarded under the Plan shall be 
transferable otherwise than by bequest or by laws of descent and distribution, 
and during the lifetime of the Grant only the Grantee or Grantee's Successor 
may receive stock or cash from the Grant.

15.  Effectiveness of the Plan.  The Plan shall become effective only after the 
Board shall, by the affirmative vote of a majority of its members, have 
approved the Plan.

16.  Time of Awarding Grants.  Nothing contained in the Plan nor in any 
resolution adopted or to be adopted by the Board of Directors or the 
stockholders of the Company nor any action taken by the Board shall constitute 
a Grant.  A Grant shall take place only when a written Agreement is duly 
executed by the Company and the Grantee to whom such Grant shall be awarded.

<PAGE>
ADMINISTRATIVE RULES
FOR BRENTON BANKS, INC.
LONG-TERM STOCK COMPENSATION PLAN

1.   Definitions.  Those terms defined in the Plan shall have the same meaning 
when used in these Rules.

2.   Withholding Taxes.  Prior to issuing any Stock pursuant to the terms of a 
Grant, a Grantee shall be required to make adequate provisions for the 
withholding of any and all applicable State, Federal and local taxes 
(hereinafter "Withholding Taxes").  The manner in which Withholding Taxes shall 
be remitted to the appropriate taxing authorities shall be by a cash payment to 
the Company from the Grantee in an amount equal to the amount of Withholding 
Taxes that must be remitted to the respective taxing authorities unless the 
Grantee elects to pay the withholding taxes pursuant to an alternative method 
described in either Section 2.1 or 2.2 hereof.  After the Grantee determines 
whether the alternative method will apply, the Board, in its sole discretion, 
shall determine which alternative method is applied to the particular Grantee. 
   

     2.1   Loan.  The Grantee may obtain a loan from the Company or one of the 
Company's subsidiaries in an amount equal to the amount of Withholding Taxes 
that must be remitted to the respective taxing authorities.  Any loan to a 
Grantee must be made with interest payable at prime and the loan being due and 
payable on December 31 of the year in which the withholding taxes are due and 
payable.  All loans made to a Grantee must comply with all federal and 
applicable state banking laws.  Nothing contained in this paragraph shall 
require any subsidiary of the Company to make a loan to a Grantee.

     2.2   Exchange of Stock.  The Grantee may exchange the right to receive a 
portion of the Stock issuable pursuant to a Grant for an amount of cash equal 
in value to the amount of Withholding Taxes that must be remitted to the 
respective taxing authorities based upon the Fair Market Value of the Stock at 
the time of withholding.  

3.   Performance Criteria.  The performance criteria established by the Board 
shall have the following meanings and shall be interpreted in accordance with 
the following rules.

     3.1   "Average Annual Earnings Per Share Growth (EPS)" shall be determined 
by dividing the sum of the "Annual Percentage Growth Rates in EPS" for each of 
the years contained in the performance period by the total number of years in 
the performance period.

     3.2   "Annual Percentage Growth Rates in EPS" shall mean annual percentage 
growth in the Company's Earnings Per Share (for consolidated financial 
reporting purposes) after the effect of adjusting earnings for the financial 
statement expense of Grants under the Plan pursuant to Generally Accepted 
Accounting Principles.  

     3.3   "Earnings Per Share" shall be the primary earnings per share of the 
Company for consolidated financial reporting purposes.

     The following example shall illustrate the definitions set forth above:

<PAGE>
     During the years 1991, 1992, 1993 and 1994 the Company's Earnings Per
     Share are $1.80, $2.10, $2.31 and $2.60 respectively.  After adjustment
     for the financial statement expense of Grants under the Plan, the
     Company's earnings per share are $1.80, $1.90, $2.20 and $2.40 for 1991,
     1992, 1993 and 1994 respectively.   The Annual Percentage Growth Rate in
     EPS for 1992 is computed by subtracting the 1991 adjusted earning per
     share ($1.80) from the adjusted 1992 earning per share ($1.90) and
     dividing that number by the 1991 adjusted earning per share ($1.80).
     Therefore, the Annual Percentage Growth Rate in EPS for 1992 is 5.55%.
     The Annual Percentage Growth Rate in EPS for 1993 and 1994 (computed in
     the same manner) is 15.78% and 9.09% respectively.  The Average Annual
     Earning Per Share Growth for the years 1992, 1993 and 1994 is 10.13%
     ((5.55 + 15.78 + 9.09)/3)

4.   Restricted Stock Grants - Vesting and Forfeiture Rules.  The following 
examples are intended to act as an illustration of the Board's intentions with 
respect to Restrictive Stock Grant awards  pursuant to the Plan.  All of the 
examples set forth below are based upon the following facts:

     Employee X is granted a restricted stock Grant in 1992.  The terms of
     the Grant entitle the employee to receive 100 shares of Stock if the X
     is employed with the Company or any Subsidiary on January 1, 1995.  

     4.1   Death or Disability.  On June 15, 1992, Employee X becomes disabled 
or dies.  Employee X becomes fully vested in the 100 shares of Stock.  

     4.2   Termination.  On November 15, 1994, Employee X is terminated by the 
Company.  Because Employee X is not employed by the Company on January 1, 1995 
and has not been continuously employed by Company the for three consecutive 
years, none of the Restricted Stock Grants shall vest.  

5.   Incentive Stock Grants - Vesting and Forfeiture Rules.  The following 
examples are intended to act as an illustration of the Board's intentions with 
respect to Incentive Stock Grants awarded pursuant to the Plan.  All of the 
examples set forth below are based upon the following facts:

     Employee X is granted an Incentive Stock Grant in 1992.  The terms of
     the Grant entitle the employee to receive up to 100 shares of Stock if
     (1) X is employed with the Company or any Subsidiary on January 1, 1995;
     and (2) the Company meets or exceeds certain Performance Criteria.  The
     Performance Criteria adopted by the Board specify that if the Average
     Earnings Per Share Growth of the Company's Stock is below 7.50% - none
     of the Incentive Stock Grants will vest; if the Average Earnings Per
     Share Growth of the Company's Stock is from 7.50% to 8.74% - 50% of the
     Incentive Stock Grants will vest; if the Average Earnings Per Share
     Growth of the Company's Stock is from 8.75% to 9.99% - 75% of the
     Incentive Stock Grants will vest; if the Average Earnings Per Share
     Growth of the Company's Stock is from 10.00% to 11.99% - 100% of the
     Incentive Stock 

<PAGE>
     Grants will vest.  The Company's Earnings Per Share Growth for the
     years 1992, 1993 and 1994 are 10.00%, 9.25% and 7.25% respectively.  

     5.1   Achievement of Company performance goals.  Employee X continues to 
work for the Company through January 1, 1995. The Average Earnings Per Share is 
8.83% ((10% + 9.25% + 7.25%)/3).  Therefore, in January of 1995, Employee X 
will have 75% of the Stock granted pursuant to the Incentive Stock Grant 
vested.  The number of shares that will be delivered to Employee X is 
determined by multiplying the percentage of vested Incentive Stock Grants by 
the total number of shares Granted in the Incentive Stock Grant (75% X 100 
shares = 75 shares).  

     5.2   Qualified Contingent Vesting Event - Year Two of the Performance 
Period.  Employee X continues to be employed by the Company through June 1, 
1993, at which time a Qualified Contingent Vesting Event occurs.  On June 1, 
1993, the Company would apply the performance criteria to the financial results 
of the Company for the first fiscal year - 1992.  The Average Earning Per Share 
as of December 31, 1992 would be 10% (10%/1).  A 10% Average Earnings Per Share 
will result in 100% of the Incentive Stock Grant vesting.  However, pursuant to 
Section 6.2.5.2. of the Plan, only one-third (1/3) of the Incentive Stock 
Grants will vest if the Qualified Contingent Vesting Event occurs during the 
second year of performance period.  Therefore, the number of shares that will 
be delivered to Employee X is determined by multiplying the percentage of 
vested Incentive Stock Grants pursuant to measurement via Performance Criteria 
by the total number of shares Granted in the Incentive Stock Grant and by one-
third (100% X 100 shares X 1/3 = 33 shares). 

     5.3   Qualified Contingent Vesting Event -  Year Three of the Performance 
Period.  Employee X continues to be employed by the Company through June 1, 
1994, at which time a Qualified Contingent Vesting Event occurs.  On June 1, 
1994, the Company would apply the performance criteria to the financial results 
of the Company for the first and second fiscal years - 1992 and 1993.  The 
Average Earning Per Share would be 9.625% ((10% + 9.25%)/2).  A 9.625% Average 
Earnings Per Share will result in 75% of the Incentive Stock Grant vesting.  
Pursuant to Section 6.2.5.3. of the Plan, 100% of the Incentive Stock Grants 
will vest if the Qualified Contingent Vesting Event occurs during the third 
year of the performance period.  Therefore, the number of shares that will be 
delivered to Employee X is determined by multiplying the percentage of vested 
Incentive Stock Grants pursuant to measurement via Performance Criteria by the 
total number of shares Granted in the Incentive Stock Grant (75% X 100 shares = 
75 shares). 

<PAGE>
RESOLUTIONS ADOPTED 

BY THE 

BRENTON BANKS, INC.

BOARD OF DIRECTORS

     At a regular meeting of the Board of Directors of the Company the 
following resolutions were unanimously adopted by the Board of Directors.

     Resolved, that pursuant to the provisions of the Company's Long-Term Stock 
Compensation Plan, the Board approves the awarding of Grants to the employees 
of the Company upon the terms and conditions set forth below.

     1.   That Restricted Stock Grants are to be awarded to those employees
     listed on Exhibit A attached hereto, in the amounts set forth in the
     column titled "Restricted Shares".  The Restricted Stock Grants shall be
     subject to the terms and conditions set forth in the Plan.  The Board
     further specifies that the three successive calendar years of
     employment, the completion of which the Restricted Stock Grants are
     conditioned upon, are 1994, 1995 and 1996.  All Grants shall vest or be
     forfeited, pursuant to the provisions of the Plan, on or before January
     1, 1997.  

     2.   That Incentive Stock Grants are to be awarded to those employees
     listed on Exhibit A attached hereto, in the amounts set forth in the
     column titled "Performance Shares".  The Incentive Stock Grants shall be
     subject to the terms and conditions set forth in the Plan,
     Administrative Rules and those set forth below.  

          a.   The Board hereby specifies that the three successive calendar
          years of employment (the "Performance Period"), the completion of
          which the Incentive Stock Grants are conditioned upon, are 1994,
          1995 and 1996.  All Incentive Stock Grants shall vest or be
          forfeited, pursuant to the provisions of the Plan, on or before
          March 15, 1997.  

          b.   The Board further specifies that the Performance Criteria that
          the Company must achieve prior to the vesting of any of the
          Incentive Stock Grants shall be as set forth on Exhibit B attached
          hereto.  

     To the extent that a Grant fails to vest, the shares shall be deemed to be 
forfeited pursuant to the terms of the Plan. 

     Those terms defined in the Company's Long Term Stock Compensation Plan or 
Rules adopted thereunder by the Board shall have the same meaning when used in 
this Resolution.  

<PAGE>
EXHIBIT B


Average Annual Earnings 
Per Share Growth over the Tiered Achievement 

Three Year Performance Period                                       Scale

Less than 7.5% . . . . . . . . . . . . . . . . . . . . . . . .   0% vested
7.50% to 8.74% . . . . . . . . . . . . . . . . . . . . . . . .  50% vested
8.75% to 9.99% . . . . . . . . . . . . . . . . . . . . . . . .  75% vested
10.00% to 11.99% . . . . . . . . . . . . . . . . . . . . . . . 100% vested
12.00% to 13.99% . . . . . . . . . . . . . . . . . . . . . . . 115% vested
14.00% to 15.99% . . . . . . . . . . . . . . . . . . . . . . . 130% vested
Greater than 16.00%  . . . . . . . . . . . . . . . . . . . . . 150% vested