<PAGE>
Exhibit 10.12

Correspondent Services Agreement dated November 13, 1996 between Brenton
Bank and the Federal Home Loan Bank of Des Moines.
     124

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EXECUTION COPY
CORRESPONDENT SERVICES AGREEMENT

This Correspondent Services Agreement ("Agreement"), dated as of November
13, 1996, is entered into by and between Brenton Bank Services Corporation
("Customer"), with principal offices at 6800 Lake Drive, Suite 250 West Des
Moines, Iowa 50266, Brenton Bank ('Settlement Agent') with principal
offices at 400 Locust, Suite 200, Des Moines, Iowa 50309, and the Federal
Home Loan Bank of Des Moines, including all of its Regional Processing
Centers wherever located ("Bank"), with principal offices at 907 Walnut
Street, Des Moines, Iowa 50309.

WHEREAS, Customer desires to authorize the Bank to provide certain
correspondent services, as defined herein for the benefit of each of the
two (2) Brenton Banks, and references herein to Customer shall, where
appropriate, refer to one or more of the Brenton Banks as the case may be;
and

WHEREAS, Bank desires to provide such services; and

WHEREAS, the Bank is permitted to provide such services in accordance with
12 U.S.C. Section 1431 of the Federal Home Loan Bank Act; and

WHEREAS, it is desirable that Brenton Bank acts as Settlement Agent for
Customer.

NOW THEREFORE, Bank and Customer agree as follows:

SECTION 1.  AGREEMENT SUBJECT TO MASTER TRANSACTION AGREEMENT.  This
Agreement and any service offered hereunder shall be performed according to
the terms of the Master Transaction Agreement ("MTA") entered into between
Bank and Customer unless the terms of this Agreement are inconsistent with
the terms of the MTA in which case, this Agreement controls.

SECTION 2.  DEFINITIONS.

2.1.  The term "Correspondent Services" as used herein shall mean any
service offered by the Bank's Correspondent Services Department at the time
of entering into this Agreement including but not limited to Image
Processing, Deposit Processing, Inclearing Processing (which may include,
if elected by Customer, encoding of over-the-counter items, cash letter
processing of transit items, exception item pull and sorting, paid item
sorting of exception items, cycle fine sorting, and internal bank item
sorting), Lockbox Processing, Proof of Deposit, and Cash Services.
Correspondent Services shall also include any services added in the future.

2.2.  The term "Item" as used in this Agreement shall include checks drawn
on Customer, Customer's internal documents and checks drawn on other
financial institutions.  The term "Item" shall not include cash or
negotiable securities.

SECTION 3.  CHOICE OF SERVICES.  Customer shall elect desired Correspondent
Services by designating the desired service(s) on the attached form and
executing the applicable service schedule(s) ("Service Schedule(s)") with
the Bank.  The Service Schedule(s) shall be deemed to be incorporated
herein by reference.

SECTION 4.  AUTHORITY TO CHARGE ACCOUNTS; FEES.  The Bank may require that
Customer maintain sufficient collected balances with the Bank to cover fees
and other charges for any Correspondent Service(s) chosen by Customer.
Customer authorizes the Bank to make such debits and credits as are
necessary and proper to the Demand Account(s) of Customer

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                                                          EXECUTION COPY
in connection with the performance of Correspondent Services under this
Agreement, including charges for the payment of fees for such Correspondent
Services.  Cash deposits are subject to the Bank's final verification which
shall be binding.  Customer's fees shall be established in the applicable
fee schedule(s) referenced in the Service Schedule(s).  Unless otherwise
provided, such fee schedule(s) may not be changed by the Bank from time to
time, during the contract term without the consent of Customer, which will
not be unreasonably withheld.  In all events, return item fees and
deposited item fees may be adjusted if the applicable Federal Reserve Bank
fee changes.

SECTION 5.  AUTHORIZED ARRANGEMENTS.  Customer authorizes the Bank to make
arrangements with the appropriate third parties (such as Federal Reserve
Banks and armored carriers), as the Bank shall determine necessary, in
connection with the Correspondent Service(s) the Bank furnishes hereunder.

SECTION 6.  CUSTOMER RESPONSIBILITIES.  Customer shall comply with the
circulars, instructions, and other written procedures ( collectively
"Procedures") provided by the Bank from time to time, including all
reasonable applicable deadlines and timeframes.  Customer authorizes the
Bank to accept, act upon, and rely upon all orders and instructions given
by one or more of Customer's officers, employees, agents or
representatives.  The Bank may require Customer to submit such instructions
in writing.  The Bank shall incur no liability to Customer or otherwise as
a result of any action by the Bank in accordance with instructions on which
the Bank in good faith believes it is authorized to rely pursuant to the
terms of this Agreement.  It is expressly agreed that the Bank may reject
any orders, instructions, or claims that are not properly prepared or
submitted pursuant to the Procedures.

SECTION 7.  LIMITATION OF LIABILITY.  The Bank shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
Procedures.  Neither the Bank nor any of its directors, officers, employees
or agents shall be liable for any loss Customer incurs arising out of,
based upon or resulting from the Bank's performance or failure to perform
any act hereunder or under the Procedures or in connection herewith or
therewith, unless caused by the negligence or misconduct of the Bank or its
directors, officers, agents or employees.  The Bank agrees to exercise
ordinary care in the performance of its duties and responsibilities under
this Agreement and the provision of the Correspondent Services.

SECTION 8.  RISK OF LOSS.  The Bank will not assume any risk of loss in the
following circumstances:

A.   Any loss caused by or resulting from acts of God or any action taken
by any government, foreign or domestic, which renders performance as agreed
upon by the Bank or any courier impractical;

B.  Any loss caused by any negligent, dishonest, fraudulent, or criminal
act of any employee or agent of Customer;

C.  Any loss to the extent covered by any insurance, whether primary or
excess, carried by Customer;

D.  Any loss to the Customer due to failure by the Customer to act in
conformity with the provisions of any Procedures;

E.  Any loss caused by the failure to furnish or delay in furnishing any
courier or armored vehicle or render any Correspondent Service if prevented
by wars, fires, strikes, or other

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                                                           EXECUTION COPY
labor trouble, acts of God, or other causes beyond its control, when during
the existence of such cases, the Courier determines that in its judgment
the same may endanger the safety of cargo entrusted into Courier's
possession or the safety of its vehicles or employees;

F.  Any Item lost, destroyed, or misplaced while in transit before the Item
physically arrives at the premises of the Bank.  In the event any Item is
lost, destroyed, or misplaced as aforesaid and such event is not due to
negligence or misconduct by the Bank, Customer shall be solely responsible
for the costs and expenses incurred by the Bank in reconstructing any such
Item and for any damages or other losses that may be incurred by the Bank
due to the collection of such Item.  In the event the Bank negligently
loses, destroys, or misplaces an Item after the Item physically arrives at
the premises of the Bank, the Bank shall be liable only for the reasonable
reconstruction costs of the deposit.  Reasonable reconstruction costs are
considered to be those costs which arise from the reconstruction of a
microfilmed deposit.  When the Customer cannot provide a microfilmed record
of each Item contained in the deposit, the Bank will not be liable for
reconstruction costs in excess of $10,000.  In no event shall the Bank be
liable for the face value amount of any lost or missing Item.

G.  Any loss which results when the Bank acts as a correspondent for
Customer for direct shipments of coin and currency from a Federal Reserve
Bank regardless of whether the Bank or the Federal Reserve Bank arranges
for transportation of the shipment from the Federal Reserve Bank to the
Customer;

H.  Any loss in excess of $5,000,000 shipped by Armored Carrier to any one
office of Customer on any one day or any loss in excess of $50,000 in any
one package shipped by registered mail or insured parcel post to any one
office of Customer on any one day.

I.  Any coin and currency loss where Customer failed to properly verify the
amount using dual control verification as set forth in the applicable
Procedures.

J.  Any claim arising from a discrepancy in a coin and currency order where
Customer fails to notify the Bank, and if applicable, the Armored Courier
in writing no later than 5 days after the discrepancy is discovered or
should have been discovered.  In no case may a claim for a coin and
currency loss be asserted unless it is made within one (1) year of the date
of the loss.

K.  Any consequential or incidental damages or loss.

SECTION 9.  INDEMNIFICATION.  Customer agrees to and does hereby indemnify
and hold the Bank harmless from and against any and all losses, claims,
liability, damages, or expenses (including attorneys' fees) which the Bank
may incur in connection with this Agreement and the Correspondent Services
provided hereunder, excluding any losses, claims, liability, damages, or
expenses caused by the negligence or misconduct of the Bank.  Customer's
depositors are not third party beneficiaries of this agreement.  Bank shall
indemnify Customer for any liability, damages, or loss for which Customer
is liable to Customer's depositors by reason of Bank's lack of good faith
or failure to exercise ordinary care in the data processing service
provided pursuant to this Agreement.  With respect to the Bank's indemnity
obligations herein, the Bank's standards of care, requirement of proximate
cause, and measures of damages shall all be as provided for banks by the
Iowa Uniform Commercial Code with respect to Bank Deposits and Collections;
except, that, it is expressly agreed that the Bank shall in no event be
liable for consequential or incidental damages.

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                                                          EXECUTION COPY
SECTION 10.  ADDITIONAL LEGAL TERMS.  In the event the Bank agrees to
provide Customer with Correspondent Services that impose additional or
modify the legal obligations contained in this Agreement, such additional
or modified obligations shall be set forth in writing in the applicable
Service Schedule(s).  It is expressly agreed that, except to the extent
that the Service Schedule(s) modifies or imposes additional legal
obligations, the terms of this Agreement shall apply to the provision of
the Correspondent Services.

SECTION 11.  NO WAIVERS.  The failure by either party to exercise any right
or privilege granted to it under this Agreement shall not operate as a
waiver of that right or privilege.

SECTION 12.  ENTIRE AGREEMENT.  This Agreement and all matters incorporated
herein by reference constitute the entire Agreement and understanding
between the parties hereto relating to the subject matter hereof and
supersedes all prior discussions, understandings and agreements, written or
oral, between the parties that relate to such subject matter.  Any
modification to this Agreement, excluding the Procedures, shall not be
valid unless it is in writing and signed by both parties hereto.  Words
used in this Agreement shall be interpreted according to their ordinary and
usual meaning, despite and excluding any trade, custom, or usage to the
contrary.

SECTION 13.  GOVERNING LAW AND JURISDICTION.   This Agreement shall be
governed by the Federal Home Loan Bank Act, the rules, regulations,
guidelines, and statements of policy of the Federal Home Loan Bank System
and, except to the extent inconsistent therewith, the laws of the State of
Iowa without giving effect to the choice of law principles therein
included.  Customer expressly agrees that any action or proceeding with
respect to the performance or non-performance of any term or condition
contained herein which is brought by or against the Bank shall be resolved
by the United States District Court for the Southern District of Iowa or,
if such action or proceeding may not be brought and maintained in said
court, by an appropriate district court of the State of Iowa for the County
of Polk.

SECTION 14.  SEVERABILITY.  Should any provision of this Agreement be held
invalid or unenforceable, the remainder of this Agreement shall remain in
effect.

SECTION 15.  TERMINATION OF THIS AGREEMENT.  The term of this Agreement,
applicable to each Correspondent Service received by Customer, shall be a
period of 5 years and 7 months starting on December 1, 1996 and ending on
June 30, 2002.

Early Termination Upon Acquisition

In the event that Customer, Settlement Agent or Brenton Banks, Inc. is
acquired by a third party during the term of the Agreement and the
Schedule(s), Customer shall have the option to terminate the Agreement and
the Schedule(s) subject to the following:

1.  The Customer shall pay to Bank as of the effective date of early
termination an early termination fee equal to 20% of the amount computed by
multiplying a) the average monthly fees (exclusive of proof encoding fees
for which the early termination fee shall be calculated separately)
received from Customer over the 3 month period preceding the termination
date by b) the number of months remaining in the original contract; and

2.  Customer shall also pay a separate proof encoding early termination fee
as of the effective date of early termination equal to the sum of (1) and
(2) where:

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                                                           EXECUTION COPY
(1)  is 20% of the amount computed by multiplying: a)the average monthly
fee over the 3 month period preceding the termination date based on an
encoding fee of 1.6 cents per item by b)the number of months remaining in
the original contract term;  and

(2)  is the difference between: a) the fees that Customer would have paid
for the portion of the contract period beginning on December 1, 1996 and
ending on the effective date of early termination date if Customer had paid
an encoding fee of 1.6 cents per item and b) the actual monthly fees
received from Customer for proof encoding over the actual portion of the
contract term immediately preceding the early termination date.

Early Termination for Customer Convenience

In the event that Customer desires to terminate the Agreement and the
Schedule(s) at its convenience prior to the expiration of the term, then
Customer shall have the option to terminate the Agreement and the
Schedule(s) subject to the following:

1.  Customer shall have no right to terminate the contract for convenience
during the first two (2) years of the contract.

2.  After the first 2 years of the contract term, Customer may terminate
the contract for its convenience as follows:  Customer must give the Bank 6
months prior written notice of its intent to exercise this option.  Then,
Customer shall pay the Bank an early termination fee as of the effective
date of early termination equal to 50% of the revenue that the Bank would
have received over the remaining contract term for all services provided to
Customer.

Customer and the Bank acknowledge and agree that the early termination fees
computed as provided in section 15 are in lieu of Bank's losses and costs
arising from such an early termination, that such costs are incapable of
calculation as of the effective date of the Agreement, and that the fees
listed herein are reasonable liquidated damages and are not a penalty.

In the event Customer is placed under the control of a state or federally
appointed conservator, receiver, or other legal custodian, the Bank may
immediately give written notice of termination to such conservator,
receiver, or other legal custodian unless instructed otherwise in writing
by such conservator, receiver, or other legal custodian, such termination
to be effective on the date of such notice.

SECTION 16. PERFORMANCE STANDARDS. The Bank will establish
telecommunications with Customer or its service agency as specified and at
no additional cost to Customer so that the Bank can electronically transfer
Customer's transactions to the Customer or its service agency.  These
transmissions will be at no cost to the Customer only as long as the
Customer or its service agency remain in the same metropolitan area as the
Bank.  The Bank will complete the last transmission of data by 12:30 am
with a goal of 11:30 p.m. provided that the Customer is able to accept
transmission delivery.

The Bank and Customer agree that timely and accurate submission of input
and output is essential to satisfactory performance under this Agreement
and the Schedule(s).  The following are the performance standards to be
measured:

a.  The transmission time schedules described above will be met.

b.  Proof encoding accuracy rate of 99.985% with a goal of 99.993%.

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                                                           EXECUTION COPY
c.  Statement finesort accuracy of 99.985% with a goal of 99.993%.

d.  Statement rendering accuracy of 99.96% with a goal of 99.98%.

SECTION 17.  REMEDIES.  If the Bank fails to meet the performance standards
in Article 16, Customer shall notify in writing the Bank the specific
nature of the performance failure.  The Bank shall have two (2) months from
the receipt of notice to cure the failure to perform.  If the failure to
perform is not cured within the cure period, or if the Bank fails to
perform any of the other provisions hereof after two months written notice,
Customer may terminate this Agreement with ninety (90) days written notice
to the Bank.  If Customer terminates due to the Bank's failure to cure its
performance failure, then the fees for "Early Termination" set forth in
section 15 of this Agreement shall not apply.  The Bank may terminate this
Agreement if Customer fails to pay any fees under this Agreement for two
consecutive months and fails to cure within two (2) months after written
notice from the Bank of the failure to pay any fees.  Termination shall not
relieve either party of its indemnification obligations hereunder.

IN WITNESS WHEREOF, Customer and Bank, each acting through its respective
duly authorized representative(s), have caused this Agreement to be signed
in their names and delivered as of the date first above written.

FEDERAL HOME LOAN BANK          Brenton Bank Services Corporation
OF DES MOINES                     Full Corporate Name of Customer

By:__________________________   By:__________________________
Title:  Senior Vice President   Title:  Vice President

David G. Reeves                   Max A. Reckling
Typed Name of Signer              Typed Name of Signer


By:__________________________     By:__________________________
Title:_______________________     Title:_______________________

_____________________________     _____________________________
Typed Name of Signer              Typed Name of Signer

<PAGE>
Correspondent Services Selected:

     X        Image Processing: Printing, verifying and
              mailing statement text and check images
              and electronic retrieval of images.

____________  Cash Services: Receiving orders and arranging
              delivery and pick-up of currency and coin for
              Customer.

____________  Lockbox Processing:  Receiving, screening,
              capturing, and balancing Items deposited
              in the Bank's lockbox on behalf of
              Customer and electronic transmission
              of information to Customer or its
              data servicer.

     X        Proof of Deposit:  Capture and balancing
              of over-the-counter customer Items;
              transmission of posting data and float
              information to the data servicer;
              finesorting, etc.

     X       Inclearing Processing:  Acting as
             Customer's agent, capture and transmission
             (if Customer directs) of inclearing items to
             data servicer; return item handling; bulk
             filing, finesorting, truncation, exception
             processing, etc.

     X       Deposit Processing:  Encoding and processing of
             transit checks.

     X       Statement Rendering

Customer acknowledges that the attached Schedule(s) are subject to the
terms and conditions of the Correspondent Services Agreement ("Agreement")
and other agreements incorporated therein.  Customer acknowledges that if
the Bank approves the attached Schedule(s) by signing below, this will
constitute the agreement of the Customer and the Bank to the Correspondent
Service(s) on the terms set forth herein and that this Schedule will become
part of the Agreement.

FEDERAL HOME LOAN BANK           ___________________________
OF DES MOINES                   (Corporate Name of Customer)
By:________________________      By:________________________
Title:  Senior Vice President    Title:  Vice President
Date:  November 13, 1996         Date:  November 13, 1996

<PAGE>
Schedule to the Correspondent Services Agreement dated November 13, 1996 ,
by and between the Federal Home Loan Bank of Des Moines and Brenton Bank
Services Corporation.

I.  Proof of Deposit Options:

MICR Encoding                              Yes X     No._____
Transit Item Processing                    Yes X     No _____


Automated Exception Pull                   Yes X     No _____
(based on data provided by the data
 servicer)

Cycle Sort                                 Yes X     No _____
(based on data provided by the data
 servicer or by MICR line identification)

Fine Sorting

     Item Type:
     On-Us Debits                          Yes X     No _____
                                           Frequency  Daily
     On-Us Credits                         Yes X     No _____
                                           Frequency  Daily
     General Ledger Tickets                Yes X     No _____
                                           Frequency  Daily
     Cash Tickets                          Yes _____ No X
                                           Frequency ________
     Other On-Us Items (Identify)          Yes X     No _____
      Savings, IRAs, Installment Credit    Frequency Daily
      and Safe Deposit Box per current
      process

Serial Sorting                             Yes X     No _____

Posting File Format:

     All Items File                        Yes X     No _____
     or
     Float File                            Yes _____ No _____

On-Us Return Item Handling                 Yes X     No _____

Large Dollar Notification                  Yes _____ No _____

<PAGE>
II.  Pricing

The schedule of fees for performing these services is set forth in Exhibit
A.  These fees are fixed during the first three years of the Agreement with
price increases in years four (4) and five (5), each in an amount not to
exceed the annualized increase in the Consumer Price Index - All Urban
Consumers (CPI-U) - U.S. City Average All Items.  In the event of a
decrease in the CPI-U after year three (3), the fees set forth in Exhibit A
shall be paid.

III.  Term

The term for provision of this service shall be for a period of five (5)
years and 7 months starting on 12-1-96 and ending 6-30-2002.

IV.  Other

1.  The Bank reserves the right to charge Customer at $75 per hour for any
custom programming requested by the Customer.

2.  The Customer will provide all proof machine endorsement stamps
necessary to identify the Customer as the bank of first deposit.

3.  The Bank will microfilm the front and back of all over-the-counter
items received form Customer and all Customer inclearings received from the
Federal Reserve Bank and clearinghouse institutions at no additional cost
to Customer.  Bank will retain a copy of such microfilm and will deliver
original to Customer.  Microfiche of output reporting will also be provided
at no cost to Customer as will tape input for optical archive.  Superfiche
will be provided on either microfiche or tape, but not on both.
This Service Schedule may not be modified except with the express written
consent of the Bank and Customer.

<PAGE>
Schedule to the Correspondent Services Agreement dated _______________ , by
and between the Federal Home Loan Bank of Des Moines and Brenton Bank
Services Corporation.

I.  Image Processing Options:

Create Image Statement Pages              Yes _____    No _____

Archive - Create CD ROM                   Yes _____    No _____

Handle Statement Inserts                  Yes _____    No _____

Use FHLB Supplied Text Paper              Yes _____    No _____

Simplex or Duplex Printing
   (Choose One)                       Simplex _____ Duplex ____


II.  Pricing

See Attached Exhibit C.

The fees shown in attached Exhibit C shall expire on December 31, 1997 if
the conversion to image processing has not begun during the calendar year
1997.  If image processing begins prior to December 31, 1997, then Customer
shall pay the fees set forth in Exhibit C for the period beginning on the
date image processing is first provided to Customer and ending on November
30, 1999.  Thereafter, Customer shall pay the Bank's standard fees then in
effect.  If image conversion occurs after December 31, 1997, then
Customer's image processing fees will be based on the Bank's standard fees
in effect at the time conversion takes place.

III.  Term

The term for provision of this service shall coincide with the terms of POD
processing.

IV.  Other

Detailed procedure and handling instructions will be developed and mutually
agreed upon prior to conversion.

This Service Schedule may not be modified except with the express written
consent of the Bank and Customer

<PAGE>
Schedule to the Correspondent Services Agreement dated November 13, 1996,
by and between the Federal Home Loan Bank of Des Moines and Brenton Bank
Services Corporation.

Statement Rendering Services:

I.  Pricing

The schedule of fees for performing these services is set forth in Exhibit
D.  These fees are fixed during the first three years of the Agreement with
price increases in years four (4) and five (5) each in an amount not to
exceed the annualized increase in the Consumer Price Index - All Urban
Consumers (CPI-U) - U.S. City Average All Items.  In the event of a
decrease in the CPI-U after year three (3), the fees set forth in Exhibit D
shall be paid.

II.  Term

The term for provision of this service shall coincide with POD Processing.

III.  Other

Except for "crippled statements", the statement rendering process shall be
completed and the statements available for return to the customer or
delivery to the post office within two business days after receipt of the
DDA statements.  ("Crippled Statements" are defined as statements not
containing the correct number of enclosures or for any reason the statement
and its contents will be handled according to mutually agreed upon
procedures.


The Service Schedule may not be modified except with the express written
consent of the Bank and Customer.

<PAGE>
Federal
Home Loan Bank
Des Moines

Schedule to the Correspondent Services Agreement dated 11/13/96, by and
between the Federal Home Loan Bank of Des Moines and BRENTON BANK SERVICES
CORPORATION

I.  Inclearing Processing Options: In addition to the Settlement and
Capture of Items, we elect to receive the following ancillary services.
Options may be changed at any time by notifying the Bank in writing.

Truncation                               Yes  _____     No  _____
                                         Optional  X

Fine Sorting                             Yes    X       No  _____

If yes, indicate frequency:
Daily   _____
Monthly _____                 Date of Month_____________________
Cycle     X                   Cycle Dates  2-19 and end of month

Sequence Numbers Sort                    Yes    X       No  _____

Account Separators                       Yes    X       No  _____

Large Item Verification

      Items $ 100M and Over              Yes    X       No  _____

Process and Microfilm Counter Items      Yes    X       No  _____

Return Microfilm                         Yes    X       No  _____

Settlement                               Yes    X       No  _____

Truncated Items Returned                 Yes    X       No  _____

Truncated Items Returned Sorted
   or Unsorted (Check One)     Sorted  _____     Unsorted     X

Return Item Processing

  Regulation J Notice                    Yes  _____     No  _____
  Settlement                             Yes    X       No  _____
  Qualified                              Yes    X       No  _____
  Non-Qualified                          Yes  _____     No  _____

Statement Rendering                      Yes    X       No  _____

FHLB 10/30/96

<PAGE>
Federal
Home Loan Bank
Des Moines

II. Pricing

The schedule of fees for performing these services is set forth in Exhibit
A. These fees are fixed during the first three years of the Agreement with
price increases in years four (4) and five (5), each in an amount not to
exceed the annualized increase in the Consumer Price Index-All Urban
Consumers (CPI-U) - U.S. City Average All Items. In the event of a decrease
in the CPI-U after year three (3), the fees set forth in Exhibit A shall be
paid.

III. Term

The term for provision of this service shall be a period of 5 years and 7
months starting on 12-1-96 and ending on 6-30-2002.

This Service Schedule may not be modified except with the express written
consent of the Bank and Customer.

FHLB 10/30/96

<PAGE>
Exhibit A

Federal
Home Loan Bank
Des Moines

ITEM PROCESSING FEE SCHEDULE

FOR

BRENTON BANKS

POD Processing Fees                                       ** Encoding Fee:
Encoding                      $0.014 per item**   Year 1 - $0.014 per item
                                                  Year 2 - $0.014 per item
POD Capture                   $0.007 per item     Year 3 - $0.016 per item
                                                  Year 4 - $0.018 per item
Inclearings Capture           $0.005 per item     Year 5 - $0.018 per item
Exception / Cycle Sort        $0.0015 per item
Finesort                      $0.0045 per item
Reject Re-Entry               $0.04 per item **
Reject Repair (On-Us Items)  $0.05 per item

Deposit Processing Fees

Deposited Item Charges:

   Local Items                $0.0025 per item
   Regional Items             $0.0125 per item
   Transit Items              $0.050 per item
Relationship Fees -
  Deposit Slips               $0.35

Forward Collection Return Items*

   Local Items                $0.20 per item
   Regional Items             $0.20 per item
   Transit Items              $0.50 per item

Deposit / Customers
  Corrections                 $0.25 per correction

Other Standard Relationship
   Fees                       See attached Demand Deposit
                              Fee Schedule (Exhibit B)
* Subject to change if Federal Reserve Bank fees change.
*** Up to a maximum of .9% of total prime volume

<PAGE>
Exhibit B

Federal Home Loan Bank of Des Moines

Demand Account Analysis Fee Schedule

September 1, 1996

Account Maintenance                                $ 25.00
Account Reconciliation                               35.00
Electronic Cash Manager (ECM)                   Connect charges
Non-ECM Distribution of Reports                      75.00
Drafts Paid
   Truncated                                          0.045
   Non-Truncated                                      0.055
Stop Payments                                         7.00
Ledger Entries - Credits                              0.35
Ledger Entries - Debits                               0.15
Bank Wires In                                         3.00
Bank Wires Out                                        4.00
ACH Settlement Charges                                1.00
Special Cut-Off Statements                           10.00
Account Reconciliation Tape Issues                    0.015
Issue Encoding                                        0.0225
Pre-Encoded Issues                                    0.015
Collections
   Bonds/Coupons Per Envelope
      Local/Government                                5.00
      Out-of-Town                                     7.00
   Domestic/Checks                                   15.00 (Plus Actual)
   Foreign                                           25.00 (Plus Actual)
Miscellaneous                                        Actual

Demand 4/93,6/94,2/96,4/96,9/96

<PAGE>
Exhibit c

Federal
Home Loan Bank
Des Moines

Image Products and Services Fee Schedule

For

Brenton Banks


RETAIL / CONSUMER ACCOUNTS - Per account                      $0.38
(includes capture, printing image and text
 pages and statement rendition)

COMMERCIAL / BUSINESS ACCOUNTS
Base Fee Per Account                                          $0.38
(includes capture,3 sides of printing and statement rendition)
 Per side to print over 3 sides                               $0.13

(Note: the per account fee for retail and commercial accounts
assumes the use of negative confirmation techniques. )

ARCHIVE:
Archival Per Item                                             $.005

CD ROM                                                         9.00

Viewing Software                                              $950

STATEMENT INSERTS                                             $.01

OTHER FEES:
Minimum Monthly Billing                                       $500

One-Time set-up fee                                     $1,500 to $3,000

Maintenance Fee                                            $25 / hour
                                                        One hour minimum
Data Processor Interface Fee                           Actual / Negotiated

Postage                                                Actual / Passthrough

Statement Text Paper                                   Customer Supplied or
                                                           Passthrough

Image Page Paper                                       Actual / Passthrough

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Exhibit D

Federal
Home Loan Bank
Des Moines

STATEMENT RENDERING FEE SCHEDULE

FOR

BRENTON BANKS

Statements Per Month, Non-Truncated

First 5,000                                $0.18
Next 5,000                                 $0.165
Over 10,000                                $0.15

Statements Per Month - Truncated           $0.05

Statement Inserts                          $0.01

Statement Printing (Laser Printer)
Customer provided paper                    $0.03 /page
FHLB provided paper                        $0.04 /page
Custom forms / logos                       Actual cost

Courier, Postage and Envelopes             Actual cost