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Exhibit 10.13

Adoption Agreement #003 - Nonstandardized Code Section 401(k) Profit
Sharing Plan, effective November 14, 1996.
     142

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ADOPTION AGREEMENT #003
NONSTANDARDIZED CODE SECTION 401(k) PROFIT SHARING PLAN


The undersigned, BRENTON BANKS, INC. ("Employer"),  by  executing  this
Adoption  Agreement,  elects  to  become  a  participating  Employer in the
BRENTON BANK Defined Contribution Master Plan (basic plan document #01) by
adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement.  The Employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE.  The Trustee executing this Adoption Agreement is: (Choose
(a) or (b))

[ x ]  (a)  A discretionary Trustee.  See Section 10.03[A] of the Plan.

[   ]  (b)  A nondiscretionary Trustee.  See Section 10.03[B] of the Plan.
 [Note: The Employer may not elect Option (b) if a Custodian executes the
Adoption Agreement.]

1.03 PLAN.  The name of the Plan as adopted by the Employer is BRENTON
BANKS, INC. EMPLOYEES' RETIREMENT PLAN.

1.07 EMPLOYEE.  The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (g))

[ X ]  (a)  No exclusions.

[   ]  (b)  Collective bargaining employees (as defined in Section 1.07 of
the Plan).  [Note: If the Employer excludes union employees from the Plan,
the Employer must be able to provide evidence that retirement benefits were
the subject of good faith bargaining.]

[   ]  (c)  Nonresident aliens who do not receive any earned income (as
defined in Code Section 911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code Section 861(a)(3)).

[   ]  (d)  Commission Salesmen.

[   ]  (e)  Any Employee compensated on a salaried basis.

[   ]  (f)  Any Employee compensated on an hourly basis.

[   ]  (g)  (Specify) _________________________.

Leased Employees.  Any Leased Employee treated as an Employee under Section
1.31 of the Plan, is: (Choose (h) or (i))

[ X ]  (h)  Not eligible to participate in the Plan.

[   ]  (i)  Eligible to participate in the Plan, unless excluded by reason
of an exclusion classification elected under this Adoption Agreement
Section 1.07.

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Related Employers.  If any member of the Employer's related group (as
defined in Section 1.30 of the Plan) executes a Participation Agreement to
this Adoption Agreement, such member's Employees are eligible to
participate in this Plan, unless excluded by reason of an exclusion
classification elected under this Adoption Agreement Section 1.07.  In
addition: (Choose (j) or (k))

[ X ]  (j)  No other related group member's Employees are eligible to
participate in the Plan.

[   ]  (k)  The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason of an
exclusion classification elected under this Adoption Agreement Section
1.07:  __________________.

1.12 COMPENSATION.

Treatment of elective contributions.  (Choose (a) or (b))

[ X ]  (a)  "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.

[   ]  (b)  "Compensation" does not include elective contributions.

Modifications to Compensation definition.  (Choose (c) or at least one of
(d) through (j))

[   ]  (c)  No modifications other than as elected under Options (a) or
(b).

[   ]  (d) The Plan excludes Compensation in excess of $_____________.

[   ]  (e)  In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for Federal income
tax withholding purposes, subject to any other election under this Adoption
Agreement Section 1.12.

[   ]  (f)  The Plan excludes bonuses.

[   ]  (g)  The Plan excludes overtime.

[   ]  (h)  The Plan excludes Commissions.

[   ]  (i)  Compensation will not include Compensation from a related
employer (as defined in Section 1.30 of the Plan) that has not executed a
Participation Agreement in this Plan unless, pursuant to Adoption Agreement
Section 1.07, the Employees of that related employer are eligible to
participate in this Plan.

[ X ]  (j)  (Specify) The term "Compensation" shall mean all wages,
salaries, and other payments for personal services actually rendered in the
course of employment with the Employer, including bonuses, commissions,
overtime pay, incentive pay, benefit payments under the Company's short-
term disability plan and salary reduction contributions voluntarily
authorized as contributions to this Plan or to the Employer's Cafeteria
Plan by eligible employees.  This definition of compensation does not
include: stock options, club dues, automobile, educational assistance,
moving expenses, split dollar life insurance, severance pay, or benefits
under the Employer's employee stock purchase program, long term stock
compensation program, group term life insurance plan, employee P.C.
purchase plan or other similar fringe benefits. For any self employed
individual, "Compensation" shall mean Earned Income.

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If, for any Plan Year, the Plan uses permitted disparity in the
contribution or allocation formula elected under Article III, any election
of Options (f), (g), (h) or (j) is ineffective for such Plan Year with
respect to any Nonhighly Compensated Employee.

Special definition for matching contributions.  "Compensation" for purposes
of any matching contribution formula under Article III means: (Choose (k)
or (l) only if applicable)

[ x ]  (k)  Compensation as defined in this Adoption Agreement Section
1.12.

[   ]  (l)  (Specify)______________________________.

Special definition for salary reduction contributions.  An Employee's
salary reduction agreement applies to his Compensation determined prior to
the reduction authorized by that salary reduction agreement, with the
following exceptions: (Choose (m) or at least one of (n) or (o), if
applicable)

[ X ]  (m)  No exceptions.

[   ]  (n)  If the Employee makes elective contributions to another plan
maintained by the Employer, the Advisory Committee will determine the
amount of the Employee's salary reduction contribution for the withholding
period: (Choose (1) or (2))

[   ]  (1)  After the reduction for such period of elective contributions
to the other plan(s).

[   ]  (2)  Prior to the reduction for such period of elective
contributions to the other plan(s).

[   ]  (o)  (Specify)_____________________________.

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year.  Plan Year means: (Choose (a) or (b))

[ X ]  (a)  The 12 consecutive month period ending every December 31.

[   ]  (b)  (Specify)__________________________.

Limitation Year.  The Limitation Year is: (Choose (c) or (d))

[ x ]  (c)  The Plan Year.

[   ]  (d)  The 12 consecutive month period ending every _____.

1.18 EFFECTIVE DATE.

New Plan.  The "Effective Date" of the Plan is N/A.

Restated Plan.  The restated Effective Date is January 1, 1996.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established December 22, 1986.  [Note: See the Effective Date
Addendum.]

1.27 HOUR OF SERVICE.  The crediting method for Hours of Service is:
(Choose (a) or (b))

[ x ]  (a)  The actual method.

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[   ]  (b)  The equivalency method, except:

[   ]  (1)  No exceptions.

[   ]  (2)  The actual method applies for purposes of: (Choose at least
one)

[   ]  (i)  Participation under Article II.

[   ]  (ii)  Vesting under Article V.

[   ]  (iii)  Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER.  In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the
Plan credits Service with the following predecessor employer(s): Ames
Savings Bank, FSB .  Service with the designated predecessor employer(s)
applies: (Choose at least one of (a) or (b); (c) is available only in
addition to (a) or (b))

[ x ]  (a)  For purposes of participation under Article II.

[ x ]  (b)  For purposes of vesting under Article V.

[   ]  (c) Except the following Service: ________________________.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line.  The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section
1.29, designating additional predecessor employers and the applicable
service crediting elections.]

1.31 LEASED EMPLOYEES.  If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization:
(Choose (a) or (b))

[N/A]  (a)  The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking into
account the Leased Employee's allocation, if any, under the leasing
organization's plan.

[   ]  (b)  The Advisory Committee will reduce a Leased Employee's
allocation of Employer nonelective contributions (other than designated
qualified nonelective contributions) under this Plan by the Leased
Employee's allocation under the leasing organization's plan, but only to
the extent that allocation is attributable to the Leased Employee's service
provided to the Employer.  The leasing organization's plan:

[   ]  (1)  Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan, irrespective of
whether the safe harbor exception applies.

[   ]  (2)  Must satisfy the features and, if a defined benefit plan, the
method of reduction described in an addendum to this Adoption Agreement,
numbered 1.31.

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ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions.  To become a Participant in the Plan, an Employee
must satisfy the following eligibility conditions: (Choose (a) or (b) or
both; (c) is optional as an additional election)

[ X ]  (a)  Attainment of age 21 (specify age, not exceeding 21).

[ X ]  (b)Service requirement.  (Choose one of (1) through (3))

[   ]  (1)  One Year of Service.

[   ]  (2)  ____months (not exceeding 12) following the Employee's
Employment Commencement Date.

[ X ]  (3)  One Hour of Service.

[ X ]  (c)  Special requirements for non-401(k) portion of plan.  (Make
elections under (1) and under (2))

(1)  The requirements of this Option (c) apply to participation in: (Choose
at least one of (i) through (iii))

[ X ]  (i)  The allocation of Employer nonelective contributions and
Participant forfeitures.

[ X ]  (ii)  The allocation of Employer matching contributions (including
forfeitures allocated as matching contributions).

[ X ]  (iii)  The allocation of Employer qualified nonelective
contributions.

(2)  For participation in the allocations described in (1), the eligibility
conditions are: (Choose at least one of (i) through (iv))

[ X ]  (i)  1 (one or two) Year(s) of Service, without an intervening Break
in Service (as described in Section 2.03(A) of the Plan) if the requirement
is two Years of Service.

[   ]  (ii)  ____ months (not exceeding 24) following the Employee's
Employment Commencement Date.

[   ]  (iii)  One Hour of Service.

[ X ]  (iv)  Attainment of age 21 (Specify age, not exceeding 21).

Plan Entry Date.  "Plan Entry Date" means the Effective Date and: (Choose
(d), (e) or (f))

[ X ]  (d)  Semi-annual Entry Dates.  The first day of the Plan Year and
the first day of the seventh month of the Plan Year.

[   ]  (e)  The first day of the Plan Year.

[   ]  (f)  (Specify entry dates) _______________________.

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Time of Participation.  An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option
(c)(1)), unless excluded under Adoption Agreement Section 1.07, on the Plan
Entry Date (if employed on that date): (Choose (g), (h) or (i))

[ X ]  (g)  immediately following

[   ]  (h)  immediately preceding

[   ]  (i)  nearest

the date the Employee completes the eligibility conditions described in
Options (a) and (b) (or in Option (c)(2) if applicable) of this Adoption
Agreement Section 2.01.  [Note: The Employer must coordinate the selection
of (g), (h) or (i) with the "Plan Entry Date" selection in (d), (e) or (f).
 Unless otherwise excluded under Section 1.07, the Employee must become a
Participant by the earlier of: (1) the first day of the Plan Year beginning
after the date the Employee completes the age and service requirements of
Code Section 410(a); or (2) 6 months after the date the Employee completes
those requirements.]

Dual eligibility.  The eligibility conditions of this Section 2.01 apply
to: (Choose (j) or (k))

[ X ]  (j)  All Employees of the Employer, except: (Choose (1) or (2))

[ X ]  (1)  No exceptions.

[   ]  (2)  Employees who are Participants in the Plan as of the Effective
Date.

[   ]  (k)  Solely to an Employee employed by the Employer after _______.
If the Employee was employed by the Employer on or before the specified
date, the Employee will become a Participant: (Choose (1), (2) or (3))

[   ]  (1)  On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age ____ (not to exceed 21).

[   ]  (2)  Under the eligibility conditions in effect under the Plan prior
to the restated Effective Date.  If the restated Plan required more than
one Year of Service to participate, the eligibility condition under this
Option (2) for participation in the Code Section 401(k) arrangement under
this Plan is one Year of Service for Plan Years beginning after December
31, 1988.  [For restated plans only]

[   ]  (3)  (Specify) __________________.

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service.  An Employee must complete: (Choose (a) or (b))

[ X ]  (a)  1,000 Hours of Service

[   ]  (b)  _____ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service.  [Note: The Hours of Service requirement may not exceed 1,000.]

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Eligibility computation period.  After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the
eligibility computation period as: (Choose (c) or (d))

[   ]  (c)  The 12 consecutive month period beginning with each anniversary
of an Employee's Employment Commencement Date.

[ x ]  (d)  The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION.  The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

[ x ]  (a)  Does not apply to the Employer's Plan.

[   ]  (b)  Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE.  The Plan: (Choose (a) or (b))

[ x ]  (a)  Does not permit an eligible Employee or a Participant to elect
not to participate.

[   ]  (b)  Does permit an eligible Employee or a Participant to elect not
to participate in accordance with Section 2.06 and with the following
rules: (Complete (1), (2), (3) and (4))

  (1)  An election is effective for a Plan Year if filed no later than
______.

  (2)  An election not to participate must be effective for at least ____
Plan Year(s).

  (3)  Following a re-election to participate, the Employee or Participant:

[   ]  (i)  May not again elect not to participate for any subsequent Plan
Year.

[   ]  (ii)  May again elect not to participate, but not earlier than the
_____ Plan Year following the Plan Year in which the re-election first was
effective.

(4)  (Specify)_________________.  [Insert "N/A" if no other rules apply].

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

Part I.  [Options (a) through (g)] Amount of Employer's contribution.  The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this
Section 3.01. (Choose any combination of (a), (b), (c) and (d), or choose
(e))

[ x ]  (a)  Deferral contributions (Code Section 401(k) arrangement).
(Choose (1) or (2) or both)

[ x ]  (1)  Salary reduction arrangement.  The Employer must contribute the
amount by which the Participants have reduced their Compensation for the
Plan Year, pursuant to their salary reduction agreements on file with the
Advisory Committee.  A reference in the Plan to salary reduction
contributions is a reference to these amounts.

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[   ]  (2)  Cash or deferred arrangement.  The Employer will contribute on
behalf of each Participant the portion of the Participant's proportionate
share of the cash or deferred contribution which he has not elected to
receive in cash.  See Section 14.02 of the Plan.  The Employer's cash or
deferred contribution is the amount the Employer may from time to time deem
advisable which the Employer designates as a cash or deferred contribution
prior to making that contribution to the Trust.

[ x ]  (b)  Matching contributions.  The Employer will make matching
contributions in accordance with the formula(s) elected in Part II of this
Adoption Agreement Section 3.01.

[ x ]  (c)  Designated qualified nonelective contributions.  The Employer,
in its sole discretion, may contribute an amount which it designates as a
qualified nonelective contribution.

[ x ]  (d)  Nonelective contributions.  (Choose any combination of (1)
through (4))

[ x ]  (1)  Discretionary contribution.  The amount (or additional amount)
the Employer may from time to time deem advisable.

[   ]  (2)  The amount (or additional amount) the Employer may from time to
time deem advisable, separately determined for each of the following
classifications of Participants: (Choose (i) or (ii))

[   ]  (i)  Nonhighly Compensated Employees and Highly Compensated
Employees.

[   ]  (ii)  (Specify classifications) ___________.

Under this Option (2), the Advisory Committee will allocate the amount
contributed for each Participant classification in accordance with Part II
of Adoption Agreement Section 3.04, as if the Participants in that
classification were the only Participants in the Plan.

[ x ]  (3)  4.5% of the Compensation of all Participants under the Plan,
determined for the Employer's taxable year for which it makes the
contribution.  [Note: The percentage selected may not exceed 15%.]

[   ]  (4)  _____% of Net Profits but not more than $_______.

[   ]  (e)  Frozen Plan.  This Plan is a frozen Plan effective _____.  The
Employer will not contribute to the Plan with respect to any period
following the stated date.

Net Profits.  The Employer: (Choose (f) or (g))

[ x ]  (f)  Need not have Net Profits to make its annual contribution under
this Plan.

[   ]  (g)  Must have current or accumulated Net Profits exceeding $_____
to make the following contributions: (Choose at least one)

[   ]  (1)  Cash or deferred contributions described in Option (a)(2).

[   ]  (2) Matching contributions described in Option (b), except: _____.

[   ]  (3)  Qualified nonelective contributions described in Option (c).

[   ]  (4)  Nonelective contributions described in Option (d).

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The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of
account in accordance with generally accepted accounting practices
consistently applied without any deductions for Federal and state taxes
upon income or for contributions made by the Employer under this Plan or
under any other employee benefit plan the Employer maintains. The term "Net
Profits" specifically excludes ___________________.  [Note: Enter "N/A" if
no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the
Employer does not have sufficient Net Profits under Option (g), it will
reduce the matching contribution under a fixed formula on a prorata basis
for all Participants.  A Participant's share of the reduced contribution
will bear the same ratio as the matching contribution the Participant would
have received if Net Profits were sufficient bears to the total matching
contribution all Participants would have received if Net Profits were
sufficient.  If more than one member of a related group (as defined in
Section 1.30) execute this Adoption Agreement, each participating member
will determine Net Profits separately but will not apply this reduction
unless, after combining the separately determined Net Profits, the
aggregate Net Profits are insufficient to satisfy the matching contribution
liability.  "Net Profits" includes both current and accumulated Net
Profits.

Part II.  [Options (h) through (j)] Matching contribution formula.  [Note:
If the Employer elected Option (b), complete Options (h), (i) and (j).]

[ x ]  (h)  Amount of matching contributions.  For each Plan Year, the
Employer's matching contribution is: (Choose any combination of (1), (2),
(3), (4) and (5))

[   ]  (1)  An amount equal to _____% of each Participant's eligible
contributions for the Plan Year.

[ x ]  (2)  An amount equal to 100% of each Participant's first tier of
eligible contributions for the Plan Year, plus the following matching
percentage(s) for the following subsequent tiers of eligible contributions
for the Plan 50% for the second tier.

[   ]  (3)  Discretionary formula.

[   ]  (i)  An amount (or additional amount) equal to a matching percentage
the Employer from time to time may deem advisable of the Participant's
eligible contributions for the Plan Year.

[   ]  (ii)  An amount (or additional amount) equal to a matching
percentage the Employer from time to time may deem advisable of each tier
of the Participant's eligible contributions for the Plan Year.

[   ]  (4)  An amount equal to the following percentage of each
Participant's eligible contributions for the Plan Year, based on the
Participant's Years of Service:

Number of Years of Service                Matching Percentage

           _____                                 _____
           _____                                 _____
           _____                                 _____
           _____                                 _____

The Advisory Committee will apply this formula by determining Years of
Service as follows: ____________________.

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[   ]  (5)  A Participant's matching contributions may not: (Choose (i) or
(ii))

[   ]  (i)   Exceed ___________________.

[   ]  (ii)  Be less than _____________.

Related Employers.  If two or more related employers (as defined in Section
1.30) contribute to this Plan, the related employers may elect different
matching contribution formulas by attaching to the Adoption Agreement a
separately completed copy of this Part II.  Note: Separate matching
contribution formulas create separate current benefit structures that must
satisfy the minimum participation test of Code Section 401(a)(26).]

[ x ]  (i)  Definition of eligible contributions.  Subject to the
requirements of Option (j), the term "eligible contributions" means:
(Choose any combination of (1) through (3))

[ x ]  (1)  Salary reduction contributions.

[   ]  (2)  Cash or deferred contributions (including any part of the
Participant's proportionate share of the cash or deferred contribution
which the Employer defers without the Participant's election).

[   ]  (3)  Participant mandatory contributions, as designated in Adoption
Agreement Section 4.01. See Section 14.04 of the Plan.

[ x ]  (j)  Amount of eligible contributions taken into account.  When
determining a Participant's eligible contributions taken into account under
the matching contributions formula(s), the following rules apply: (Choose
any combination of (1) through (4))

[   ]  (1)  The Advisory Committee will take into account all eligible
contributions credited for the Plan Year.

[   ]  (2)  The Advisory Committee will disregard eligible contributions
exceeding ____________.

[ x ]  (3)  The Advisory Committee will treat as the first tier of eligible
contributions, an amount not exceeding: 2% .

The subsequent tiers of eligible contributions are: 2%  .

[   ]  (4)  (Specify) __________.

Part III.  [Options (k) and (l)].  Special rules for Code Section 401(k)
Arrangement.  (Choose (k) or (l), or both, as applicable)

[ x ]  (k)  Salary Reduction Agreements.  The following rules and
restrictions apply to an Employee's salary reduction agreement: (Make a
selection under (1), (2), (3) and (4))

(1)  Limitation on amount.  The Employee's salary reduction contributions:
(Choose (i) or at least one of (ii) or (iii))

[   ]  (i)  No maximum limitation other than as provided in the Plan.

<PAGE>
[ x ]  (ii)  May not exceed 13% of Compensation for the Plan Year, subject
to the annual additions limitation described in Part 2 of Article III and
the 402(g) limitation described in Section 14.07 of the Plan.

[   ]  (iii)  Based on percentages of Compensation must equal at least
_____.

(2)  An Employee may revoke, on a prospective basis, a salary reduction
agreement: (Choose (i), (ii), (iii) or (iv))

[   ]  i)  Once during any Plan Year but not later than _____ of the Plan
Year.

[   ]  (ii)  As of any Plan Entry Date.

[ x ]  (iii)  As of the first day of any month.

[   ]  (iv)  (Specify, but must be at least once per Plan Year) _____.

(3)  An Employee who revokes his salary reduction agreement may file a new
salary reduction agreement with an effective date: (Choose (i), (ii), (iii)
or (iv))

[   ]  (i)  No earlier than the first day of the next Plan Year.

[ x ]  (ii)  As of any subsequent Plan Entry Date.

[   ]  (iii)  As of the first day of any month subsequent to the month in
which he revoked an Agreement.

[   ]  (iv)  (Specify, but must be at least once per Plan Year following
the Plan Year of revocation) _______________.

(4)  A Participant may increase or may decrease, on a prospective basis,
his salary reduction percentage or dollar amount: (Choose (i), (ii), (iii)
or (iv))

[   ]  (i)  As of the beginning of each payroll period.

[   ]  (ii)  As of the first day of each month.

[ x ]  (iii)  As of any Plan Entry Date.

[   ]  (iv)  (Specify, but must permit an increase or a decrease at least
once per Plan Year) __________.

[   ]  (l)  Cash or deferred contributions.  For each Plan Year for which
the Employer makes a designated cash or deferred contribution, a
Participant may elect to receive directly in cash not more than the
following portion (or, if less, the 402(g) limitation described in Section
14.07 of the Plan) of his proportionate share of that cash or deferred
contribution: (Choose (1) or (2))

[   ]  (1)  All or any portion.

[   ]  (2)  _____%.

<PAGE>
3.04 CONTRIBUTION ALLOCATION.  The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section
14.06 and the elections under this Adoption Agreement Section 3.04.

Part I.  [Options (a) through (d)].  Special Accounting Elections.  (Choose
whichever elections are applicable to the Employer's Plan)

[ x ]  (a)  Matching Contributions Account.  The Advisory Committee will
allocate matching contributions to a Participant's: (Choose (1) or (2); (3)
is available only in addition to (1))

[ x ]  (1)  Regular Matching Contributions Account.

[   ]  (2)  Qualified Matching Contributions Account.

[   ]  (3)  Except, matching contributions under Option(s)   of Adoption
Agreement Section 3.01 are allocable to the Qualified Matching
Contributions Account.

[ x ]  (b)  Special Allocation Dates for Salary Reduction Contributions.
The Advisory Committee will allocate salary reduction contributions as of
the Accounting Date and as of the following additional allocation dates:
June 30.

[ x ]  (c)  Special Allocation Dates for Matching Contributions.  The
Advisory Committee will allocate matching contributions as of the
Accounting Date and as of the following additional allocation dates: June
30.

[ x ]  (d)  Designated Qualified Nonelective Contributions - Definition of
Participant.  For purposes of allocating the designated qualified
nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

[   ]  (1)  All Participants.

[ x ]  (2)  Participants who are Nonhighly Compensated Employees for the
Plan Year.

[   ]  (3)  (Specify) __________.

Part II.  Method of Allocation - Nonelective Contribution.  Subject to any
restoration allocation required under Section 5.04, the Advisory Committee
will allocate and credit each annual nonelective contribution (and
Participant forfeitures treated as nonelective contributions) to the
Employer Contributions Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the allocation method
selected under this Section 3.04.  If the Employer elects Option (e)(2),
Option (g)(2) or Option (h), for the first 3% of Compensation allocated to
all Participants, "Compensation" does not include any exclusions elected
under Adoption Agreement Section 1.12 (other than the exclusion of elective
contributions), and the Advisory Committee must take into account the
Participant's Compensation for the entire Plan Year. (Choose an allocation
method under (e), (f), (g) or (h); (i) is mandatory if the Employer elects
(f), (g) or (h); (j) is optional in addition to any other election.)

[   ]  (e)  Nonintegrated Allocation Formula.  (Choose (1) or (2))

[   ]  (1)  The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.

<PAGE>
[   ]  (2)  The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.  For purposes of this Option (2), "Participant" means, in
addition to a Participant who satisfies the requirements of Section 3.06
for the Plan Year, any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's allocation will
not exceed 3% of his Compensation for the Plan Year.

[ x ]  (f)  Two-Tiered Integrated Allocation Formula - Maximum Disparity.
First, the Advisory Committee will allocate the annual Employer nonelective
contributions in the same ratio that each Participant's Compensation plus
Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Compensation
plus Excess Compensation, must not exceed the applicable percentage (5.7%,
5.4% or 4.3%) listed under the Maximum Disparity Table following Option
(i).

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.

[   ]  (g)  Three-Tiered Integrated Allocation Formula.  First, the
Advisory Committee will allocate the annual Employer nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.  The allocation under this paragraph, as a percentage of each
Participant's Compensation may not exceed the applicable percentage (5.7%,
5.4% or 4.3%) listed under the Maximum Disparity Table following Option
(i).  Solely for purposes of the allocation in this first paragraph,
"Participant" means, in addition to a Participant who satisfies the
requirements of Section 3.06 for the Plan Year: (Choose (1) or (2))

[   ]  (1)  No other Participant.

[   ]  (2)  Any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's allocation under
this Option (g) will not exceed 3% of his Compensation for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of
all Participants for the Plan Year.  The allocation under this paragraph,
as a percentage of each Participant's Excess Compensation, may not exceed
the allocation percentage in the first paragraph.

Finally, the Advisory Committee will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.

[   ]  (h)  Four-Tiered Integrated Allocation Formula.  First, the Advisory
Committee will allocate the annual Employer nonelective contributions in
the same ratio that each Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for the Plan Year, but not
exceeding 3% of each Participant's Compensation. Solely for purposes of
this first tier allocation, a "Participant" means, in addition to any
Participant who satisfies the requirements of Section 3.06 for the Plan
Year, any other Participant entitled to a top heavy minimum allocation
under Section 3.04(B) of the Plan.

<PAGE>
As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of
all Participants for the Plan Year, but not exceeding 3% of each
Participant's Excess Compensation.

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year.  The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed the
applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.

[ x ]  (i)  Excess Compensation.  For purposes of Option (f), (g) or (h),
"Excess Compensation" means Compensation in excess of the following
Integration Level: (Choose (1) or (2))

[ x ]  (1)  100% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in effect on the
first day of the Plan Year: (Choose any combination of (i) and (ii) or
choose (iii))

[   ]  (i)  Rounded to _____ (but not exceeding the taxable wage base).

[   ]  (ii)  But not greater than $_____.

[ x ]  (iii)  Without any further adjustment or limitation.

[   ]  (2)  $_____ [Note: Not exceeding the taxable wage base for the Plan
Year in which this Adoption Agreement first is effective.]

Maximum Disparity Table.  For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>
Integration Level (as     Applicable Percentages for              Applicable
Percentages
percentage of taxable     Option (f) or Option (g)                    for Option (h)

wage base)
<S>                                <C>                                <C>
100%                               5.7%                               2.7%

More than 80% but less than 100%   5.4%                               2.4%

More than 20% (but not less than
   $10,001) and not more than 80%  4.3%                               1.3%

20% (or $10,000, if greater)
   or less                         5.7%                               2.7%
</TABLE>

[   ]  (j)  Allocation offset.  The Advisory Committee will reduce a
Participant's allocation otherwise made under Part II of this Section 3.04
by the Participant's allocation under the following qualified plan(s)
maintained by the Employer: _____________________.

<PAGE>
The Advisory Committee will determine this allocation reduction: (Choose
(1) or (2))

[   ]  (1)  By treating the term "nonelective contribution" as including
all amounts paid or accrued by the Employer during the Plan Year to the
qualified plan(s) referenced under this Option (j).  If a Participant under
this Plan also participates in that other plan, the Advisory Committee will
treat the amount the Employer contributes for or during a Plan Year on
behalf of a particular Participant under such other plan as an amount
allocated under this Plan to that Participant's Account for that Plan Year.
The Advisory Committee will make the computation of allocation required
under the immediately preceding sentence before making any allocation of
nonelective contributions under this Section 3.04.

[   ]  (2)  In accordance with the formula provided in an addendum to this
Adoption Agreement, numbered 3.04(j).

Top Heavy Minimum Allocation - Method of Compliance.  If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (k) or
(l))

[ x ]  (k)  The Employer will make any necessary additional contribution to
the Participant's Account, as described in Section 3.04(B)(7)(a) of the
Plan.

[   ]  (l)  The Employer will satisfy the top heavy minimum allocation
under the following plan(s) it maintains: ___________.  However, the
Employer will make any necessary additional contribution to satisfy the top
heavy minimum allocation for an Employee covered only under this Plan and
not under the other plan(s) designated in this Option (l). See Section
3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an
addendum to this Adoption Agreement, numbered Section 3.04, any
modifications to the Plan necessary to satisfy the top heavy requirements
under Code Section 416.

Related employers.  If two or more related employers (as defined in Section
1.30) contribute to this Plan, the Advisory Committee must allocate all
Employer nonelective contributions (and forfeitures treated as nonelective
contributions) to each Participant in the Plan, in accordance with the
elections in this Adoption Agreement Section 3.04: (Choose (m) or (n))

[ X ]  (m)  Without regard to which contributing related group member
employs the Participant.

[   ]  (n)  Only to the Participants directly employed by the contributing
Employer.  If a Participant receives Compensation from more than one
contributing Employer, the Advisory Committee will determine the
allocations under this Adoption Agreement Section 3.04 by prorating among
the participating Employers the Participant's Compensation and, if
applicable, the Participant's Integration Level under Option (i).

3.05 FORFEITURE  ALLOCATION.  Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will allocate
a Participant forfeiture in accordance with Section 3.04: (Choose (a) or
(b); (c) and (d) are optional in addition to (a) or (b))

[ x ]  (a)  As an Employer nonelective contribution for the Plan Year in
which the forfeiture occurs, as if the Participant forfeiture were an
additional nonelective contribution for that Plan Year.

<PAGE>
[   ]  (b)  To reduce the Employer matching contributions and nonelective
contributions for the Plan Year: (Choose (1) or (2))

[   ]  (1)  in which the forfeiture occurs.

[   ]  (2)  immediately following the Plan Year in which the forfeiture
occurs.

[   ]  (c)  To the extent attributable to matching contributions: (Choose
(1), (2) or (3))

[   ]  (1)  In the manner elected under Options (a) or (b).

[   ]  (2)  First to reduce Employer matching contributions for the Plan
Year: (Choose (i) or (ii))

[   ]  (i)  in which the forfeiture occurs,

[   ]  (ii)  immediately following the Plan Year in which the forfeiture
occurs,

then as elected in Options (a) or (b).

[   ]  (3)  As a discretionary matching contribution for the Plan Year in
which the forfeiture occurs, in lieu of the manner elected under Options
(a) or (b).

[   ]  (d)  First to reduce the Plan's ordinary and necessary
administrative expenses for the Plan Year and then will allocate any
remaining forfeitures in the manner described in Options (a), (b) or (c),
whichever applies.  If the Employer elects Option (c), the forfeitures used
to reduce Plan expenses: (Choose (1) or (2))

[   ]  (1)  relate proportionately to forfeitures described in Option (c)
and to forfeitures described in Options (a) or (b).

[   ]  (2)  relate first to forfeitures described in Option     .

Allocation of forfeited excess aggregate contributions.  The Advisory
Committee will allocate any forfeited excess aggregate contributions (as
described in Section 14.09): (Choose (e), (f) or (g))

[   ]  (e)  To reduce Employer matching contributions for the Plan Year:
(Choose (1) or (2))

[   ]  (1)  in which the forfeiture occurs.

[   ]  (2)  immediately following the Plan Year in which the forfeiture
occurs.

[   ]  (f)  As Employer discretionary matching contributions for the Plan
Year in which forfeited, except the Advisory Committee will not allocate
these forfeitures to the Highly Compensated Employees who incurred the
forfeitures.

[  x  ]  (g)  In accordance with Options (a) through (d), whichever
applies, except the Advisory Committee will not allocate these forfeitures
under Option (a) or under Option (c)(3) to the Highly Compensated Employees
who incurred the forfeitures.

<PAGE>
3.06 ACCRUAL OF BENEFIT.

Compensation taken into account.  For the Plan Year in which the Employee
first becomes a Participant, the Advisory Committee will determine the
allocation of any cash or deferred contribution, designated qualified
nonelective contribution or nonelective contribution by taking into
account: (Choose (a) or (b))

[   ]  (a)  The Employee's Compensation for the entire Plan Year.

[ x ]  (b) The Employee's Compensation for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.

Accrual Requirements.  Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if
any, for the Plan Year, a Participant must satisfy the conditions described
in the following elections: (Choose (c) or at least one of (d) through (f))

[   ]  (c)  Safe harbor rule.  If the Participant is employed by the
Employer on the last day of the Plan Year, the Participant must complete at
least one Hour of Service for that Plan Year.  If the Participant is not
employed by the Employer on the last day of the Plan Year, the Participant
must complete at least 501 Hours of Service during the Plan Year.

[ x ]  (d)  Hours of Service condition.  The Participant must complete the
following minimum number of Hours of Service during the Plan Year: (Choose
at least one of (1) through (5))

[ x ]  (1)  1,000 Hours of Service.

[   ]  (2)  (Specify, but the number of Hours of Service may not exceed
1,000) ____________.

[ x ]  (3)  No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose (i), (ii) or (iii))

[ x ]  (i)  Death.

[ x ]  (ii)  Disability.

[ x ]  (iii)  Attainment of Normal Retirement Age in the current Plan Year
or in a prior Plan Year.

[   ]  (4)  _____ Hours of Service (not exceeding 1,000) if the Participant
terminates employment with the Employer during the Plan Year, subject to
any election in Option (3).

[ x ]  (5)  No Hour of Service  requirement  for an  allocation  of the
following contributions:   Employer match and employee salary deferral.

[ x ]  (e)  Employment condition.  The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether he
satisfies any Hours of Service condition under Option (d), with the
following exceptions: (Choose (1) or at least one of (2) through (5))

[   ]  (1)  No exceptions.

[ x ]  (2)  Termination of employment because of death.

<PAGE>
[ x ]  (3)  Termination of employment because of disability.

[ x ]  (4)  Termination of employment following attainment of Normal
Retirement Age.

[ x ]  (5)  No employment condition for the following contributions:
Employer match and employee salary deferral.

[   ]  (f)  (Specify other conditions, if applicable):_________________.

Suspension of Accrual Requirements.  The suspension of accrual requirements
of Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[ x ]  (g)  Applies to the Employer's Plan.

[   ]  (h)  Does not apply to the Employer's Plan.

[   ]  (i)  Applies in modified form to the Employer's Plan, as described
in an addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions.  If the Plan
allocates matching contributions on two or more allocation dates for a Plan
Year, the Advisory Committee, unless otherwise specified in Option (l),
will apply any Hours of Service condition by dividing the required Hours of
Service on a prorata basis to the allocation periods included in that Plan
Year.  Furthermore, a Participant who satisfies the conditions described in
this Adoption Agreement Section 3.06 will receive an allocation of matching
contributions (and forfeitures treated as matching contributions) only if
the Participant satisfies the following additional condition(s): (Choose
(j) or at least one of (k) or (l))

[ x ]  (j)  No additional conditions.

[   ]  (k)  The Participant is not a Highly Compensated Employee for the
Plan Year.  This Option (k) applies to: (Choose (1) or (2))

[   ]  (1)  All matching contributions.

[   ]  (2)  Matching contributions described in Option(s) _____ of Adoption
Agreement Section 3.01.

[   ]  (l)  (Specify) __________________.

3.15 MORE THAN ONE PLAN LIMITATION.  If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b)
or (c))

[   ]  (a)  The product of:

  (i)  the total Excess Amount allocated as of such date (including any
amount which the Advisory Committee would have allocated but for the
limitations of Code Section 415), times

  (ii)  the ratio of (1) the amount allocated to the Participant as of such
date under this Plan divided by (2) the total amount allocated as of such
date under all qualified defined contribution plans (determined without
regard to the limitations of Code Section 415).

<PAGE>
[ x ]  (b)  The total Excess Amount.

[   ]  (c)  None of the Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation.  The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[   ]  (a)  Does not apply to the Employer's Plan because the Employer does
not maintain and never has maintained a defined benefit plan covering any
Participant in this Plan.

[ x ]  (b)  Applies to the Employer's Plan.  To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will reduce:
(Choose (1) or (2))

[   ]  (1)  The Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.

[ x ]  (2)  Its contribution or allocation on behalf of the Participant to
the defined contribution plan under which the Participant participates and
then, if necessary, the Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

Coordination with top heavy minimum allocation.  The Advisory Committee
will apply the top heavy minimum allocation provisions of Section 3.04(B)
of the Plan with the following modifications: (Choose (c) or at least one
of (d) or (e))

[ x ]  (c)  No modifications.

[   ]  (d)  For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in Section
3.04(B) determined by substituting ____% (not less than 4%) for "3%,"
except: (Choose (i) or (ii))

[   ]  (i)  No exceptions.

[   ]  (ii)  Plan Years in which the top heavy ratio exceeds 90%.

[   ]  (e)  For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))

[   ]  (1)  5% of Compensation (as determined under Section 3.04(B) or the
Plan) irrespective of the contribution rate of any Key Employee, except:
(Choose (i) or (ii))

[   ]  (i)  No exceptions.

[   ]  (ii)  Substituting "7 1/2%" for "5%" if the top heavy ratio does not
exceed 90%.

[   ]  (2)  0%.  [Note: The Employer may not select this Option (2) unless
the defined benefit plan satisfies the top heavy minimum benefit
requirements of Code Section 416 for these Non-Key Employees.]

<PAGE>
Actuarial Assumptions for Top Heavy Calculation.  To determine the top
heavy ratio, the Advisory Committee will use the following interest rate
and mortality assumptions to value accrued benefits under a defined benefit
plan: N/A.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to
this Adoption Agreement.

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS.  The Plan: (Choose (a) or
(b); (c) is available only with (b))

[ x ]  (a)  Does not permit Participant nondeductible contributions.

[   ]  (b)  Permits Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.

[   ]  (c)  The following portion of the Participant's nondeductible
contributions for the Plan Year are mandatory contributions under Option
(i)(3) of Adoption Agreement Section 3.01: (Choose (1) or (2))

[   ]  (1)  The amount which is not less than: ________________.

[   ]  (2)  The amount which is not greater than: _____________.

Allocation dates.  The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the
following additional allocation dates: (Choose (d) or (e))

[   ]  (d)  No other allocation dates.

[   ]  (e)  (Specify) ___________________.

As of an allocation date, the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period.
Unless otherwise specified in (e), a nondeductible contribution relates to
an allocation period only if actually made to the Trust no later than 30
days after that allocation period ends.

4.05 PARTICIPANT  CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.  Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his
Separation from Service: (Choose (a) or at least one of (b) through (d))

[N/A]  (a)  No distribution options prior to Separation from Service.

[   ]  (b)  The same distribution options applicable to the Deferral
Contributions Account prior to the Participant's Separation from Service,
as elected in Adoption Agreement Section 6.03.

[   ]  (c)  Until he retires, the Participant has a continuing election to
receive all or any portion of his Mandatory Contributions Account if:
(Choose (1) or at least one of (2) through (4))

[   ]  (1)  No conditions.

<PAGE>
[   ]  (2)  The mandatory contributions have accumulated for at least _____
Plan Years since the Plan Year for which contributed.

[   ]  (3)  The  Participant  suspends  making  nondeductible
contributions  for  a  period of ___ months.

[   ]  (4)  (Specify) ____________.

[   ]  (d) (Specify) _____________.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT.  Normal Retirement Age under the Plan is: (Choose
(a) or (b))

[ x ]  (a)  62 [State age, but may not exceed age 65].

[   ]  (b)  The later of the date the Participant attains _____ years of
age or the _____ anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan.  [The age selected may not
exceed age 65 and the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY.  The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[   ]  (a)  Does not apply.

[ x ]  (b)  Applies to death.

[ x ]  (c)  Applies to disability.

5.03 VESTING SCHEDULE.

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory Contributions
Account.  A Participant has a 100% Nonforfeitable interest at all times in
his Deferral Contributions Account, his Qualified Matching Contributions
Account, his Qualified Nonelective Contributions Account and in his
Mandatory Contributions Account.

Regular Matching Contributions Account/Employer Contributions Account.
With respect to a Participant's Regular Matching Contributions Account and
Employer Contributions Account, the Employer elects the following vesting
schedule: (Choose (a) or (b); (c) and (d) are available only as additional
options)

[   ]  (a)  Immediate vesting.  100% Nonforfeitable at all times.  [Note:
The Employer must elect Option (a) if the eligibility conditions under
Adoption Agreement Section 2.01(c) require 2 years of service or more than
12 months of employment.]

<PAGE>
[ x ]  (b)  Graduated Vesting Schedules.

Top Heavy Schedule
 (Mandatory)

Years of                   Nonforfeitable
Service                    Percentage

Less than 1                     0%
    1                           0%
    2                          20%
    3                          40%
    4                          60%
    5                          80%
    6 or more                 100%

Non Top Heavy Schedule
 (Optional)

Years of                   Nonforfeitable
Service                    Percentage

Less than 1                     0%
     1                          0%
     2                          0%
     3                         20%
     4                         40%
     5                         60%
     6                         80%
  7 or more                   100%

[ x ]  (c)  Special vesting election for Regular Matching Contributions
Account.  In lieu of the election under Options (a) or (b), the Employer
elects the following vesting schedule for a Participant's Regular Matching
Contributions Account: (Choose (1) or (2))

[ x ]  (1)  100% Nonforfeitable at all times.

[   ]  (2)  In accordance with the vesting schedule described in the
addendum to this Adoption Agreement, numbered 5.03(c).  [Note: If the
Employer elects this Option (c)(2), the addendum must designate the
applicable vesting schedule(s) using the same format as used in Option
(b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code Section 416.  The Employer, at its option,
may complete a Non Top Heavy Schedule.  The Non Top Heavy Schedule must
satisfy Code Section 411(a)(2).  Also see Section 7.05 of the Plan.]

[ x ]  (d)  The Top Heavy Schedule under Option (b) (and, if applicable,
under Option (c)(2)) applies: (Choose (1) or (2))

[   ]  (1)  Only in a Plan Year for which the Plan is top heavy.

[ x ]  (2)  In the Plan Year for which the Plan first is top heavy and then
in all subsequent Plan Years.  [Note: The Employer may not elect Option (d)
unless it has completed a Non Top Heavy Schedule.]

Minimum vesting.  (Choose (e) or (f))

[ x ]  (e)  The Plan does not apply a minimum vesting rule.

[   ]  (f)  A  Participant's  Nonforfeitable  Accrued  Benefit  will  never
 be  less  than  the lesser of $_____ or his entire Accrued Benefit, even
if the application of a graduated vesting schedule under Options (b) or (c)
would result in a smaller Nonforfeitable Accrued Benefit.

Life Insurance Investments.  The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is: (Choose
(g) or (h))

[N/A]  (g)  Subject to the vesting election under Options (a), (b) or (c).

<PAGE>
[   ]  (h)  100% Nonforfeitable at all times, irrespective of the vesting
election under Options (b) or (c)(2).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT.  The deemed cash-out rule
described in Section 5.04(C) of the Plan: (Choose (a) or (b))

[ x ]  (a)  Does not apply.

[   ]  (b)  Will apply to determine the timing of forfeitures for 0% vested
Participants.  A Participant is not a 0% vested Participant if he has a
Deferral Contributions Account.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period.  The Plan measures a Year of Service on the
basis of the following 12 consecutive month periods: (Choose (a) or (b))

[ x ]  (a)  Plan Years.

[   ]  (b)  Employment Years.  An Employment Year is the 12 consecutive
month period measured from the Employee's Employment Commencement Date and
each successive 12 consecutive month period measured from each anniversary
of that Employment Commencement Date.

Hours of Service.  The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year
of Service is: (Choose (c) or (d))

[ x ]  (c)  1,000 Hours of Service.

[   ]  (d)  _____ Hours of Service.  [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING.  The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

[ x ]  (a)  None other than as specified in Section 5.08(a) of the Plan.

[   ]  (b)  Any Year of Service before the Participant attained the age of
___.  [Note: The age selected may not exceed age 18.]

[   ]  (c)  Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.

[   ]  (d)  Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break.  This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break in
Service.  Furthermore, the aggregate number of Years of Service before a
Break in Service do not include any Years of Service not required to be
taken into account under this exception by reason of any prior Break in
Service.

[   ]  (e)  Any Year of Service earned prior to the effective date of ERISA
if the Plan would have disregarded that Year of Service on account of an
Employee's Separation from Service under a Plan provision in effect and
adopted before January 1, 1974.

<PAGE>
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code Section 411(d)(6) Protected Benefits.  The elections under this
Article VI may not eliminate Code Section 411(d)(6) protected benefits.  To
the extent the elections would eliminate a Code Section 411(d)(6) protected
benefit, see Section 13.02 of the Plan.  Furthermore, if the elections
liberalize the optional forms of benefit under the Plan, the more liberal
options apply on the later of the adoption date or the Effective Date of
this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date.  A distribution date under the Plan means the 60th day
following each semi-annual valuation date .  [Note: The Employer must
specify the appropriate date(s).  The specified distribution dates
primarily establish annuity starting dates and the notice and consent
periods prescribed by the Plan.  The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500.  Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution
of a Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a),
(b), (c), (d) or (e))

[   ]  (a)  ___________ of the _________ Plan Year beginning after the
Participant's Separation from Service.

[ x ]  (b)  the first distribution date following the Participant's
Separation from Service.

[   ]  (c)  __________ of the Plan Year after the Participant incurs _____
Break(s) in Service (as defined in Article V).

[   ]  (d)  _________ following the Participant's attainment of Normal
Retirement Age, but not earlier than __________ days following his
Separation from Service.

[   ]  (e)  (Specify) __________.

Nonforfeitable Accrued Benefit Exceeds $3,500.  See the elections under
Section 6.03.

Disability.  The distribution date, subject to Section 6.01(A)(3), is:
(Choose (f), (g) or (h))

[   ]  (f)  __________ after the Participant terminates employment because
of disability.

[ x ]  (g)  The same as if the Participant had terminated employment
without disability.

[   ]  (h)  (Specify) ________.

Hardship.  (Choose (i) or (j))

[ x ]  (i)  The Plan does not permit a hardship distribution to a
Participant who has separated from Service.

<PAGE>
[   ]  (j)  The Plan permits a hardship distribution to a Participant who
has separated from Service in accordance with the hardship distribution
policy stated in:  (Choose (1), (2) or (3))

[   ]  (1)  Section 6.01(A)(4) of the Plan.

[   ]  (2)  Section 14.11 of the Plan.

[   ]  (3)  The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan.  If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to
Section 9.04, the Plan: (Choose (k), (l) or (m))

[ x ]  (k)  Treats the default as a distributable event.  The Trustee, at
the time of the default, will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable Accrued
Benefit.  To the extent the loan is attributable to the Participant's
Deferral Contributions Account, Qualified Matching Contributions Account or
Qualified Nonelective Contributions Account, the Trustee will not reduce
the Participant's Nonforfeitable Accrued Benefit unless the Participant has
separated from Service or unless the Participant has attained age 59 1/2.

[   ]  (l)  Does not treat the default as a distributable event.  When an
otherwise distributable event first occurs pursuant to Section 6.01 or
Section 6.03 of the Plan, the Trustee will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the amount in default (plus
accrued interest) or the Plan's security interest in that Nonforfeitable
Accrued Benefit.

[   ]  (m)  (Specify) __________.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.  The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose
(a) or at least one of (b), (c), (d) and (e))

[   ]  (a)  No modifications.

[   ]  (b)  Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: ___________.

[ x ]  (c)  An installment distribution: (Choose (1) or at least one of (2)
or (3))

[   ]  (1)  Is not available under the Plan.

[   ]  (2)  May not exceed the lesser of _____ years or the maximum period
permitted under Section 6.02.

[ x ]  (3)  (Specify) option is available in which a participant may elect
to take a partial distribution on a semi annual basis with a $1,000 minimum
per semi-annual distribution.

[ x ]  (d)  The Plan permits the following annuity options: purchase and
delivery of a single premium annuity contract.

Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan.  See
Section 6.04(E).  [Note: The Employer may specify additional annuity
options in an addendum to this Adoption Agreement, numbered 6.02(d).]

<PAGE>
[   ]  (e)  If the Plan invests in qualifying Employer securities, as
described in Section 10.03(F), a Participant eligible to elect distribution
under Section 6.03 may elect to receive that distribution in Employer
securities only in accordance with the provisions of the addendum to this
Adoption Agreement, numbered 6.02(e).

6.03 BENEFIT PAYMENT ELECTIONS.

Participant Elections After Separation from Service.  A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may
elect to commence distribution of his Nonforfeitable Accrued Benefit:
(Choose at least one of (a) through (c))

[   ]  (a)  As of any distribution date, but not earlier than __________ of
the _________ Plan Year beginning after the Participant's Separation from
Service.

[ x ]  (b)  As of the following date(s): (Choose at least one of Options
(1) through (6))

[   ]  (1)  Any distribution date after the close of the Plan Year in which
the Participant attains Normal Retirement Age.

[ x ]  (2)  Any distribution date following his Separation from Service
with the Employer.

[   ]  (3)  Any distribution date in the __________ Plan Year(s) beginning
after his Separation from Service.

[   ]  (4)  Any distribution date in the Plan Year after the Participant
incurs _____ Break(s) in Service (as defined in Article V).

[   ]  (5)  Any distribution date following attainment of age _____ and
completion of at least _____ Years of Service (as defined in Article V).

[   ]  (6)  (Specify) ___________.

[   ]  (c)  (Specify) __________.

The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to all Accounts maintained for the
Participant unless otherwise specified in Option (c).

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account.  Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer
Contributions Account prior to his Separation from Service: (Choose (d) or
at least one of (e) through (h))

[ x ]  (d)  No distribution options prior to Separation from Service.

[   ]  (e)  Attainment of Specified Age.  Until he retires, the Participant
has a continuing election to receive all or any portion of his
Nonforfeitable interest in these Accounts after he attains: (Choose (1) or
(2))

[   ]  (1)  Normal Retirement Age.

[   ]  (2) _____ years of age and is at least ____% vested in these
Accounts. [Note: If the percentage is less than 100%, see the special
vesting formula in Section 5.03.]

<PAGE>
[   ]  (f)  After a Participant has participated in the Plan for a period
of not less than _____ years and he is 100% vested in these Accounts, until
he retires, the Participant has a continuing election to receive all or any
portion of the Accounts.  [Note: The number in the blank space may not be
less than 5.]

[   ]  (g)  Hardship.  A Participant may elect a hardship distribution
prior to his Separation from Service in accordance with the hardship
distribution policy: (Choose (1), (2) or (3); (4) is available only as an
additional option)

[   ]  (1)  Under Section 6.01(A)(4) of the Plan.

[   ]  (2)  Under Section 14.11 of the Plan.

[   ]  (3)  Provided in the addendum to this Adoption Agreement, numbered
Section 6.03.

[   ]  (4)  In  no event may a Participant receive a hardship distribution
before he is at least _____% vested in these Accounts.  [Note: If the
percentage in the blank is less than 100%, see the special vesting formula
in Section 5.03.]

[   ]  (h)  (Specify) ___________.

[Note: The Employer may use an addendum, numbered 6.03, to provide
additional language authorized by Options (b)(6), (c), (g)(3) or (h) of
this Adoption Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral
Contributions Account, Qualified Matching Contributions Account and
Qualified Nonelective Contributions Account.  Subject to the restrictions
of Article VI, the following distribution options apply to a Participant's
Deferral Contributions Account, Qualified Matching Contributions Account
and Qualified Nonelective Contributions Account prior to his Separation
from Service: (Choose (i) or at least one of (j) through (l))

[ x ]  (i)  No distribution options prior to Separation from Service.

[   ]  (j)  Until he retires, the Participant has a continuing election to
receive all or any portion of these Accounts after he attains: (Choose (1)
or (2))

[   ]  (1)  The later of Normal Retirement Age or age 59 1/2.

[   ]  (2)  Age _____ (at least 59 1/2).

[   ]  (k)  Hardship.  A Participant, prior to this Separation from
Service, may elect a hardship distribution from his Deferral Contributions
Account in accordance with the hardship distribution policy under Section
14.11 of the Plan.

[   ]  (l)  (Specify) _____________.  [Note: Option (l) may not permit in
service distributions prior to age 59 1/2 (other than hardship) and may not
modify the hardship policy described in Section 14.11.]

<PAGE>
Sale of trade or business/subsidiary.  If the Employer sells substantially
all of the assets (within the meaning of Code Section 409(d)(2)) used in a
trade or business or sells a subsidiary (within the meaning of Code Section
409(d)(3)), a Participant who continues employment with the acquiring
corporation is eligible for distribution from his Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account: (Choose (m) or (n))

[ x ]  (m)  Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.

[   ]  (n)  As if he has a Separation from Service.  After March 31, 1988,
a distribution authorized solely by reason of this Option (n) must
constitute a lump sum distribution, determined in a manner consistent with
Code Section 401(k)(10) and the applicable Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[ x ]  (a)  Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and survivor
requirements).

[   ]  (b)  Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.  If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the
Plan) occurs more than 90 days after the most recent valuation date, the
distribution will include interest at: (Choose (a), (b) or (c))

[   ]  (a) _____% per annum.  [Note: The percentage may equal 0%.]

[   ]  (b)  The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

[ x ]  (c)  (Specify) All distributions will include interest from the last
valuation date up through date of actual distribution at current money
market rates.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.  Pursuant
to Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's
Plan)

[ x ]  (a)  For salary reduction contributions, the Advisory Committee
will: (Choose (1), (2), (3), (4) or (5))

[   ]  (1)  Apply Section 9.11 without modification.

[   ]  (2)  Use the segregated account approach described in Section 14.12.

[   ]  (3)  Use the weighted average method described in Section 14.12,
based on a _____ weighting period.

[ x ]  (4)  Treat as part of the relevant Account at the beginning of the
valuation period 50% of the salary reduction contributions: (Choose (i) or
(ii))

[ x ]  (i)  made during that valuation period.

<PAGE>
[   ]  (ii)  made by the following specified time: __________.

[   ]  (5)  Apply the allocation method described in the addendum to this
Adoption Agreement numbered 9.11(a).

[ x ]  (b)  For matching contributions, the Advisory Committee will:
(Choose (1), (2), (3) or (4))

[   ]  (1)  Apply Section 9.11 without modification.

[   ]  (2)  Use the weighted average method described in Section 14.12,
based on a __________ weighting period.

[ x ]  (3)  Treat as part of the relevant Account at the beginning of the
valuation period 50% of the matching contributions allocated during the
valuation period.

[   ]  (4)  Apply the allocation method described in the addendum to this
Adoption Agreement numbered 9.11(b).

[   ]  (c)  For Participant nondeductible contributions, the Advisory
Committee will: (Choose (1), (2), (3), (4) or (5))

[   ]  (1)  Apply Section 9.11 without modification.

[   ]  (2)  Use the segregated account approach described in Section 14.12.

[   ]  (3)  Use the weighted average method described in Section 14.12,
based on a __________ weighting period.

[   ]  (4)  Treat as part of the relevant Account at the beginning of the
valuation period _____% of the Participant nondeductible contributions:
(Choose (i) or (ii))

[   ]  (i)  made during that valuation period.

[   ]  (ii)  made by the following specified time: __________.

[   ]  (5)  Apply the allocation method described in the addendum to this
Adoption Agreement numbered 9.11(c).

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.03 INVESTMENT POWERS.  Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[N/A]  (a)  May not exceed 10% of Plan assets.

[   ]  (b)  May not exceed _____% of Plan assets.  [Note: The percentage
may not exceed 100%.]

10.14 VALUATION OF TRUST.  In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a)
or (b))

[   ]  (a)  No other mandatory valuation dates.

[ x ]  (b)  (Specify) June 30.

<PAGE>
EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the
restated effective date for at least one of the provisions listed in this
addendum.  In lieu of the restated Effective Date in Adoption Agreement
Section 1.18, the following special effective dates apply: (Choose
whichever elections apply)

[   ]  (a)  Compensation definition.  The Compensation definition of
Section 1.12 (other than the $200,000 limitation) is effective for Plan
Years beginning after _________.  [Note: May not be effective later than
the first day of the first Plan Year beginning after the Employer executes
this Adoption Agreement to restate the Plan for the Tax Reform Act of 1986,
if applicable.]

[ x ]  (b)  Eligibility conditions.  The eligibility conditions specified
in Adoption Agreement Section 2.01 are effective for Plan Years beginning
after December 31, 1996.

[   ]  (c)  Suspension of Years of Service.  The suspension of Years of
Service rule elected under Adoption Agreement Section 2.03 is effective for
Plan Years beginning after _____.

[   ]  (d)  Contribution/allocation formula.  The contribution formula
elected under Adoption Agreement Section 3.01 and the method of allocation
elected under Adoption Agreement Section 3.04 is effective for Plan Years
beginning after _____.

[   ]  (e)  Accrual requirements.  The accrual requirements of Section 3.06
are effective for Plan Years beginning after _____.

[   ]  (f)  Employment condition.  The employment condition of Section 3.06
is effective for Plan Years beginning after _____.

[   ]  (g)  Elimination of Net Profits.  The requirement for the Employer
not to have net profits to contribute to this Plan is effective for Plan
Years beginning after _____. [Note: The date specified may not be earlier
than December 31, 1985.]

[   ]  (h)  Vesting Schedule.  The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after _____.

[   ]  (i)  Allocation of Earnings.  The special allocation provisions
elected under Adoption Agreement Section 9.11 are effective for Plan Years
beginning after _____.

[   ]  (j)  (Specify) __________.

For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for
purposes of the designated provisions.  A special Effective Date may not
result in the delay of a Plan provision beyond the permissible Effective
Date under any applicable law requirements.

<PAGE>
Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under
the Master Plan and Trust.  The Employer hereby agrees to the provisions of
this Plan and Trust, and  in witness of its agreement, the Employer by its
duly authorized officers, has executed this Adoption Agreement, and the
Trustee  (and Custodian, if applicable) signified  its  acceptance, on
this 14th day of November, 1996.

Name and EIN of Employer: BRENTON BANKS, INC. 42-0658989

Signed: /s/ Steven T. Schuler     CFO/Treasurer/Secretary

Name(s) of Trustee: Brenton Bank

Signed: /s/                       Vice Pres/Trust Officer

Name of Custodian: ____________________

Signed: _______________________________

[Note: A Trustee is mandatory, but a Custodian is optional.  See Section
10.03 of the Plan.]

Plan Number.  The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement.  Failure to complete properly the elections in
this Adoption Agreement may result in disqualification of the Employer's
Plan.  The 3-digit number assigned to this Adoption Agreement (see page 1)
is solely for the Master Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the
prior paragraph.

Master Plan Sponsor.  The Master Plan Sponsor identified on the first page
of the basic plan document will notify all adopting employers of any
amendment of this Master Plan or of any abandonment or discontinuance by
the Master Plan Sponsor of its maintenance of this Master Plan.  For
inquiries regarding the adoption of the Master Plan, the Master Plan
Sponsor's intended meaning of any plan provisions or the effect of the
opinion letter issued to the Master Plan Sponsor,  please  contact  the
Master  Plan  Sponsor  at  the  following  address  and  telephone number:
P.O. BOX 10478 DES MOINES, IA 50306 (515) 237-5160.

Reliance on Opinion Letter.  The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement.  For reliance on
the Plan's qualification, the Employer must obtain a determination letter
from the applicable IRS Key District office.

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Bank


Signed: /s/ Steven T. Schuler
Participating Employer's EIN: 42-0994231

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Savings Bank, FSB


Signed: /s/ Kevin Z. Geis
Participating Employer's EIN: 42-0114100

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Insurance Services, Inc.


Signed: /s/ Steven T. Schuler
Participating Employer's EIN: 42-1012438

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November, 1996.


Name of Participating Employer:  Brenton Insurance, Inc.


Signed: /s/
Participating Employer's EIN: 42-1231828

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Investments, Inc.


Signed: /s/ Elizabeth Piper/Bach
Participating Employer's EIN: 42-1378382

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO


[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]


<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Realty Services, Inc.


Signed: /s/
Participating Employer's EIN: 42-1231886

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Savings Financial Services, Inc.


Signed: /s/ Kevin Z. Geis
Participating Employer's EIN: 42-1206701

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]


<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Brenton Banks, Inc. Employees'
Retirement Plan, and having an original effective date of January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Mortgages, Inc.


Signed: /s/ Steven T. Schuler
Participating Employer's EIN: 42-1014357

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

PARTICIPATION AGREEMENT
<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer
were a signatory to that Agreement.  The Participating Employer accepts,
and agrees to be bound by, all of the elections granted under the
provisions of the Master Plan as made by BRENTON BANKS, INC., the Signatory
Employer to the Execution Page of the Adoption Agreement.

1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: January 1, 1996.

2.  The undersigned Employer's adoption of this Plan constitutes:

[   ]  (a)  The adoption of a new plan by the Participating Employer.

[ x ]  (b)  The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Brenton Banks, Inc.
Employees' Retirement Plan, and having an original effective date of
January 1, 1986.

Dated this 14th day of November , 1996.

Name of Participating Employer:  Brenton Brothers Inc.


Signed: /s/ C. Robert Brenton
Participating Employer's EIN: 42-1142851

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: BRENTON BANKS, INC.

Accepted: 11-14-96
            [Date]          Signed: /s/ Steven T. Schuler

Name(s) of Trustee: Brenton Bank

Accepted: 11-14-96
            [Date]          Signed: /s/             VP/TO

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]