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Exhibit 10.13

Adoption Agreement #003 - Nonstandardized Code Section 401(k) Profit Sharing 
Plan, effective July 1, 1998.  
     77

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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))

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

[ X ]  (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.

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[ 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, Brenton Banks, Inc. Executive Savings 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.

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 12/31.

[   ]  (b)  (Specify)__________________________.

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

[ x ]  (c)  The Plan Year.

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

1.18 EFFECTIVE DATE. 

New Plan.  The "Effective Date" of the Plan is _____.

Restated Plan.  The restated Effective Date is July 1, 1998. 
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. 

[   ]  (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 and 
ALLTEL Information Services, Inc..  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.]

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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))

[ X ]  (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.

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.

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(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))

[   ]  (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.

[ X ]  (f)  (Specify entry dates) For (k) portion of plan - first day of the 
month following 30th calendar day of employment; For non-401(k) portion of plan 
- the first day of the Plan Year and the first day of the seventh month of the 
Plan Year.

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.

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[   ]  (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.]

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. 

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[   ]  (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.

 [   ]  (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.

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[   ]  (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).

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.]

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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: ____________________.

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

[   ]  (i)   Exceed ___________________.

[   ]  (ii)  Be less than _____________.

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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: 3%.

The subsequent tiers of eligible contributions are: 1%.

[   ]  (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.

 [ 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.

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[   ]  (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)  _____%.

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.)

<PAGE>
[   ]  (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.

[   ]  (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.

<PAGE>
[   ]  (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. 

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.]

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

<TABLE>
<CAPTION>
Integration Level (as    Applicable Percentages for    Applicable percentage of
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: _____________________.

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 Participants 
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.

<PAGE>
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. 

 [   ]  (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 Plans 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     .

<PAGE>
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.

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 Employees Compensation for the entire Plan Year.

[ x ]  (b) The Employees 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) 
____________.

<PAGE>
[ 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.

 [ 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).

<PAGE>
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). 

[ 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.]

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))

[ X ]  (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.

[   ]  (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.]

[ x ]  (b)  Graduated Vesting Schedules.

Top Heavy Schedule
 (Mandatory)

Years of                   Nonforfeitable
Service                    Percentage
_______                    ______________

Less than 1                     0%
    1                           0%
    2                          20%
    3                          50%
    4                          75%
    5                         100%
    6 or more                 100%

Non Top Heavy Schedule
 (Optional)

Years of                   Nonforfeitable
Service                    Percentage
_______                    ______________

Less than 1                     0%
     1                          0%
     2                         25%
     3                         50%
     4                         75%
     5                        100%
     6                        100%
  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))

[ X ]  (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. 

<PAGE>
[   ]  (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. 

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) ________.

<PAGE>
Hardship.  (Choose (i) or (j))

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

[   ]  (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.

<PAGE>
[ 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).]

[   ]  (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).

<PAGE>
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.]

[   ]  (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.

<PAGE>
[   ]  (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.]

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.

<PAGE>
[ x ]  (c)  (Specify) Distributions will include interest at 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))

[ x ]  (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 salary reduction contributions: (Choose (i) or 
(ii))

[ x ]  (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(a).

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

[ X ]  (1)  Apply Section 9.11 without modification.

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

[   ]  (3)  Treat as part of the relevant Account at the beginning of the 
valuation period ___% 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.

<PAGE>
[   ]  (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))

[ x ]  (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 _____.

[ x ]  (j)  (Specify) The vesting schedule will be effective for all 
participants who complete one hour of service after the effective date of 
January, 1998.

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 18th day of 
December, 1998.

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/                       

Name of Custodian: N/A

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: 002.

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 50306-0478 (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: July 1, 1998.

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 18th day of December, 1998.

Name of Participating Employer:  Brenton Bank


Signed: /s/ Steven T. Schuler
        CFO/Treasurer/Secretary
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: 12-18-98
            [Date]          Signed: /s/ Steven T. Schuler 
                                    CFO/Treasurer/Secretary

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             

[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: July 1, 1998.

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 18th day of December, 1998.

Name of Participating Employer:  Brenton Insurance Services, Inc.


Signed: /s/ Steven T. Schuler
            Director/Secretary
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: 12-18-98
            [Date]          Signed: /s/ Steven T. Schuler 
                                        CFO/Treasurer/Secretary

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             

[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: July 1, 1998.

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 22nd day of December, 1998.

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: 12-30-98
            [Date]          Signed: /s/ Steven T. Schuler 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             

[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: July 1, 1998.

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 22nd day of December, 1998.


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: 12-30-98
            [Date]          Signed: /s/ Steven T. Schuler 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/ /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: July 1, 1998.

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 18th day of December, 1998.

Name of Participating Employer:  Brenton Realty Services, Ltd.


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: 12-30-98
            [Date]          Signed: /s/ Steven T. Schuler 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             


[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: July 1, 1998.

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 18th day of December, 1998.

Name of Participating Employer:  Brenton Mortgages, Inc.


Signed: /s/                , President
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: 12-30-98
            [Date]          Signed: /s/ Steven T. Schuler 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [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: July 1, 1998.

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 18th day of December, 1998.

Name of Participating Employer:  Brenton Insurance, Inc.


Signed: /s/ Elizabeth Piper/Bach
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: 12-30-98
            [Date]          Signed: /s/ Steven T. Schuler 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             

[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: July 1, 1998.

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 18th day of December, 1998.

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: 12-30-98
            [Date]          Signed: /s/ Steven T. Schuler 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             

[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: July 1, 1998.

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 30th day of December, 1998.

Name of Participating Employer:  Brenton Brothers Inc.


Signed: /s/ C. Robert Brenton
Participating Employer's EIN: 42-1385118

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: 
            [Date]          Signed: /s/ 

Name(s) of Trustee: Brenton Bank  

Accepted: 12-30-98
            [Date]          Signed: /s/             

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