<PAGE>
Exhibit 10.3

          Form of the 1999 Stock Option Agreement, under which certain officers
          of the Company are eligible to receive options pursuant to the 1996
          Stock Option Plan.
     45

<PAGE>

Brenton Banks, Inc.


Stock Option Agreement

Pursuant to the 1996 Stock Option Plan



Name:  [NAME]
"Participant"


This agreement certifies your receipt of an option grant under the
Brenton Banks, Inc. 1996 Stock Option Plan.  All aspects of this
grant shall be governed by the terms and conditions of this
agreement, in addition to those in the Plan document which has been
given to you along with this agreement. The terms and conditions
which apply to your option are contained in these documents.

This document shall constitute an agreement between you and Brenton
Banks, Inc. only if a copy signed by you is received by Brenton
Banks Inc.'s Compensation Committee within ninety days of the date
of this agreement.  By signing this agreement, you acknowledge
receipt of the Plan document and acceptance and agreement with all
terms and conditions of the option grant and the Plan document.

The Company and Participant acknowledge that the purpose of the
grant of the option is designed to align the interests of the
Company's stockholders and Participant through the Participant's
ownership of the stock acquired through the exercise of the
options.

The Participant represents and warrants that they are bona fide
residents of the State of Iowa.


ACCEPTED and AGREED:              Brenton Banks, Inc.


                                  _______________________________
                                  Robert L. DeMeulenaere,
                                   President


_____________________ _______     _______________________  ______
Participant            Date       Chairman--Compensation     Date
                                  Committee of the Board
     46

<PAGE>

Stock Option Agreement
Terms and Conditions

Number of Shares: <Options>      Option Price:     [PRICE-PER-SHARE]

Date of Grant:    [DATE]         Expiration Date:   [EXPIRATION]

Vesting:  The Option becomes vested and may be exercised upon the
earlier of 9 1/2 years after grant or upon and to the extent that
the achievement of the Cumulative Net Income Goals as specified
below:

The Cumulative Net Income Goals of the Company are as set forth in
Table 1 below.  The Cumulative Net Income of the Company
(hereinafter the "CNI") through each of the dates listed in Table 1
below shall mean the sum of the Company's Annual Net Income as
reported in the Company's Audited Financial Statements for each of
the years beginning January 1, 1996 through such dates.  To the
extent that the Company fails to obtain the minimum CNI designated
for any performance period, no options shall become vested.  To the
extent that CNI meets or exceeds the minimum CNI designated for any
performance period the amount of options vested shall be
proportionately equal to the amount that CNI exceeds the minimum to
the maximum set forth on Table 1.  To the extent that the CNI
exceeds the maximum designated for any performance period, no
additional options in excess of the maximum shall vest.  The amount
of shares vested throughout the term of the Option shall not exceed
the total number of Option shares granted.  Once Option shares are
vested, such shares shall remain vested in subsequent years
notwithstanding the failure to meet subsequent performance
criteria. Notwithstanding the foregoing, no fractional shares shall
be required to be issued by the Company. Options shall become
vested upon certification by the Company's accountants of the
Company's Annual Net Income and the certification of CNI by the
Compensation Committee.

<TABLE>
<CAPTION>
TABLE 1:

% Total Vested    Cumulative Net Income (000) Starting 1/1/96 Through

                   12/31/98     12/31/99      12/31/00        12/31/01
<S>              <C>          <C>           <C>             <C>
    100%              --           --            --         $118,376,000
     75%              --           --            --          113,640,960
     67%              --           --       $93,900,000      110,681,560
     50%              --           --        89,486,000      107,130,280
     33%              --      $70,900,000    88,073,000      102,987,120
     25%              --       67,737,000    85,071,000           --
      0%         $50,000,000   64,574,000        --               --
                  45,940,000       --            --               --
                      --           --            --               --
</TABLE>
     47

<PAGE>
Treatment Upon Termination:  In the case of the Participant's
termination of employment from the Company, any of its subsidiaries
or joint ventures, the Options granted herein shall terminate as
provided in Table 2, below.  For purposes of this Agreement,
"Termination for Cause" shall mean termination of employment for
theft or misappropriation of company's funds/assets, or the
Participant's conviction of a felony.  Disability shall mean a
Participant who is disabled as defined under the Company's
Disability Plan, if any, or under the Social Security Rules.

<TABLE>
<CAPTION>
TABLE 2:
                               Treatment of              Post-Termination
Reason for Termination       Unvested Options            Exercise Period
<S>                          <C>                         <C>
Termination for cause        All forfeited               None

Voluntary quit or            All forfeited               90 days
involuntary for any
reason other than for
cause

Death or disability          Prorata vesting over five   Remainder of
                             years based on actual       option period
                             service since date of
                             grant

Retirement at or after       Prorated vesting based on   Remainder of
age 65 or, with Committee    actual service since date   option period
consent, retirement prior    of grant through nine
to age 65                    years and six (6) months

Retirement prior to age      All forfeited               Ninety days
65 without Committee
consent
</TABLE>

Change in Control:  Upon a Change in Control of the Company,
unvested options become vested depending on when the Change in
Control occurs.  Upon a Change in Control Options granted
hereunder, to the extent not previously vested, shall become vested
to the extent set forth in Table 3.  The amount vested upon a
Change in Control shall be determined by multiplying the percentage
set forth across from the year in which the Change in Control
occurs by the total number of unvested Options shares granted
herein.


TABLE 3:

In 1996 -- 0% vesting   In 1998               --  75% vesting
In 1997 -- 50% vesting  In 1999 or thereafter -- 100% vesting

Committee Discretion:  The Participant and Company acknowledge that
a material acquisition or divestiture of a business activity or
business unit (by merger, stock swap or other similar transactions)
by the Company may be a material change in the operations of the
Company that may justify an amendment to the performance vesting
schedule set forth in Table 1.  The Participant and Company agree
that in such an event the Compensation Committee shall have the
right to make an appropriate adjustment to Table 1, as determined
in the good faith judgment of the Compensation Committee, provided
that any adjustment shall only be made prospectively and shall be
made within 120 days of the consummation of the transaction which
justifies the amendment.

Change in Duties or Position of Participant:  So long as the holder
of an Option shall continue to be a Participant of the Company or
one or more of its subsidiaries his Option shall not be affected by
any change of duties or position.
     48