Text - centered in top one-third of the page: More Than A Bank Photographs - center of page spreading from left edge to right edge of page - faded faces of three people. On the top of the photographs is a circular graphic with lines leading to the right edge of the page. Text - centered on the bottom two-thirds of the page: BRENTON Text - centered at the bottom of the page: Brenton Banks, Inc. 1999 Summary Annual Report Text - left hand column of the page: Table of Contents: Financial Highlights 2 The Year in Review 3 Letter to Shareholders 13 Financial Summary	 15 Officers & Locations 21 For more information about Brenton's products and services, visit our Web sites at www.brentonbank.com and www.brentoninvestments.com. Text - middle to right hand edge of the page: It takes more than a bank to serve the growing financial needs of Iowa families, communities, businesses and ag enterprises. It takes more than a bank to recruit and reward experienced, moti- vated sales and support professionals. It takes more than a bank to create mutually profitable partnerships with clients, trade associations, builders, local governments - even other banks. It takes more than a bank to win! During 1999, Brenton Banks, Inc. continued to invest in the people, systems and strategies that are already helping our Company become more than a bank- and creating more opportunities than ever before. Founded in 1881, Brenton Banks, Inc. is the largest Iowa-based bank holding company with 44 service locations in metropolitan markets and regional economic centers across the state. The Company offers a complete range of financial products and services - including personal, agricultural, commercial and small business banking; trust and investment management services; investment and insurance brokerage; mortgage banking; cash management and international banking services; as well as proprietary mutual funds. To help make banking more convenient for our clients, we deliver banking, mortgage, insurance and investment products and services over the phone through Brenton Direct. Clients can review their accounts and perform transactions 24 hours a day via our new Anytime Banking Internet system and Anytime Line telephone system. Clients also enjoy the convenient advantages of our Brenton Photo SmartCheck debit cards, ATMs, direct deposit and automatic payment programs. The Company's stock trades on the NASDAQ stock market under the symbol BRBK. Text - centered at the bottom of the page: 1 Brenton Banks, Inc. 1999 Summary Annual Report Financial Highlights Brenton Banks, Inc. and Subsidiaries 1999 1998 1997 Operating Results Net interest income $ 62,599,137 61,387,326 60,133,764 Provision for loan losses 4,250,000 4,200,000 3,900,000 Total noninterest income 29,793,656 33,357,827 27,505,789 Total noninterest expense 65,374,270 61,391,528 57,698,564 Income before income taxes and minority interest 22,768,523 29,153,625 26,040,989 Net income 16,560,117 20,350,921 18,010,107 Per Common Share* Net income-basic $ .81 .98 .85 Net income-diluted .80 .96 .83 Cash dividends .346 .317 .225 Book value, including unrealized gains (losses)** 6.48 6.55 6.17 Book value, excluding unrealized gains (losses)*** 6.76 6.39 6.02 Closing price 10.13 15.23 16.53 At December 31 Assets $1,985,454,701 1,939,556,765 1,718,483,797 Loans 1,195,986,791 1,033,554,556 993,189,110 Nonperforming loans 9,452,000 11,289,000 6,712,000 Deposits 1,530,083,303 1,496,675,131 1,364,270,491 Realized common stockholders' equity*** 137,568,254 131,891,522 126,159,453 Total common stockholders' equity** 131,933,451 135,210,319 129,379,299 Market capitalization of common stock 206,088,847 314,102,382 346,646,292 Ratios Return on average total common stockholders' equity (ROE)** 12.35% 15.37 14.47 Return on average realized common stockholders' equity (ROE)*** 12.31 15.77 14.68 Return on average assets (including minority interest) (ROA) .89 1.18 1.14 Net interest margin 3.73 3.97 4.16 Net noninterest margin (1.84) (1.61) (1.86) Efficiency ratio 67.99 62.71 63.66 Loan to deposit ratio 78.16 69.06 72.80 Allowance for loan losses to total loans 1.21 1.37 1.28 Equity to assets*** 6.91 6.81 7.36 Risk-based capital ratio 10.18 11.37 11.95 Tier 1 leverage capital ratio*** 6.80 7.17 7.63 Nonperforming loans as a percent of loans .79 1.09 .68 Net charge-offs as a percent of average loans .36 .28 .26 Allowance for loan losses as a percent of nonperforming loans 152.49 125.54 189.69 <FN> * Restated for the 2-for-1 stock split effective February 1998 and the 10 percent common stock dividends effective in 1999 and 1998. ** Including unrealized gains (losses) on securities available for sale. *** Excluding unrealized gains (losses) on securities available for sale. Three bar graphs on the right hand side of the page: Graph showing Net Income (In thousands) (1995-1999): 95 96 97 98 99 $10,407 $14,015 $18,010 $20,351 $16,560 Dual Graph showing Diluted Net Income per Common Share and Dividends per Common Share (Restated for stock splits/dividends) (1995-1999): 95 96 97 98 99 Net Income $ .46 $ .63 $ .83 $ .96 $ .80 Dividends $.154 $.171 $.225 $.317 $.346 Graph showing Total Assets (In millions) (1995-1999); 95 96 97 98 99 $1,583 $1,632 $1,718 $1,940 $1,985 2 Text - centered in middle of one-third of page: GROWING BY QUANTUM LEAPS Small graphic on a graph showing two lines of growth. Text - centered underneath graphic: Strategic Quantum Leap proposals were submitted by every line of business and several support areas during 1999. Text - centered in middle, to the left of the graphic: In today's highly competitive financial services industry, companies can no longer afford to let their growth poten- tial be dictated by the whims of the marketplace. That's why Brenton has formalized a strategic growth process called "Quantum Leap." It's a grassroots initiative built on the experience and creativity of Brenton associates. And, it underscores our willingness to carefully explore and develop niche opportunities for significant growth within our established core businesses. A Quantum Leap idea can be submitted by any associate. Each idea is formulated into a plan, then tested for viability. Plans that survive the testing phase are budgeted and implemented, with an oversight committee meeting twice each month to review progress, cull out projects that aren't meeting expectations and encourage those that are. During 1999, nearly 30 Quantum Leap proposals were considered. More than a dozen were implemented - many of which are discussed on the pages of this report. Text - centered at the bottom of the page: 3 Brenton Banks, Inc. 1999 Summary Annual Report Photograph of eleven employees located in the upper center of the page. Text - left side of the photograph: As part of our Quantum Leap initiative, 38 experienced sales people joined the Brenton team in 1999. Text - right side of the photograph: There's much more to Quantum Leap than the development of new products and services. What's key is our focus on adding new sales associates in lines of business where genuine growth and profit opportunities have been identified. Text - underneath the photograph located from one-third of page to right hand edge of paper: FIRST, WE IDENTIFY PROFITABLE OPPORTUNITIES. THEN, WE PUT "MORE FEET ON THE STREET!" Photograph of Salisbury House, a historic mansion in Des Moines, Iowa located from left hand edge of the page to two-thirds of page. Text - underneath photograph: Photo courtesy of Scott Little Text - bottom half of the page located two-thirds of page to right hand edge of paper: PARTNERING TO PRESERVE HISTORY Des Moines' Salisbury House is a historic 42-room mansion and museum modeled after the King's House in Salisbury, England. It has been featured on the A&E series, "America's Castles," and has been home to the Iowa State Education Association (ISEA) since 1954. By the mid 90s, the ISEA had outgrown its available office space and began to explore the mansion's sale, with a goal of preserving its collections and museum status. Working closely with the Salisbury House Foundation, a not-for-profit community group, Brenton was able to facilitate the transaction in a number of ways. We developed a creative financing package to fund the purchase, secured by pledges to the Foundation (in addition to making our own charitable contribution). Next, we helped them structure a $6 million tax-exempt bond issue for ongoing maintenance and improvements. Along the way, we also won over the ISEA, who used its proceeds to fund an endowment managed by Brenton. 4 Text - centered in middle of top one-third of page: HELPING LOCAL IOWA GOVERNMENTS PUT THEIR MONEY TO WORK AT HOME Photograph of State Capital building located from left hand edge of the page to one-third of page. Text - centered in the middle, located directly to the right of the photograph: Many community banks are too small to serve the sophisticated needs of Iowa municipalities and agencies. That's why we created a Quantum Leap initiative to expand our expertise, while developing new and existing relationships among those preferring to work with an Iowa-based banking company. What could make more sense than Iowa Communities partnering with an Iowa bank? Text - bottom two-thirds of page from center of page to three-fourths of the page: WORKING TO KEEP BUSINESS IN IOWA THROUGH FOCUSED ECONOMIC DEVELOPMENT ACTIVITIES Brenton associates have long worked with community leaders to help attract and retain local businesses. In 1999, this resulted in the relocation of Percival Scientific, a manufacturer of environmental research chambers for universities and biogenetic and pharmaceutical businesses, to Perry from Boone. The company's owners had considered out-of-state locations, but Rich Jones, our local market manager in Perry, worked with the community to develop a package of financial incentives and services that were instrumental in keeping the firm in Iowa. Photograph of architect's rendering of the Percival Scientific's (a client) new building - located from one-third of page to the right hand side of the page. Text - centered at the bottom of the page: 5 Brenton Banks, Inc. 1999 Summary Annual Report Photograph of combine in a soybean field with tractor and wagon from one- third of page to right hand edge of page. Text - centered in the middle of the page in the bottom two-thirds of the page, located underneath the photograph: SERVING THE UNIQUE FINANCIAL NEEDS OF AGRI-BUSINESSES AND FARM PRODUCERS Brenton's century-plus experience in satisfying the financial needs of agricultural producers and businesses has positioned us well for continued success in serving these important markets. Through Brenton Agri-Access TM, we develop mutually profitable relationships with large producers and businesses, such as seed companies, elevators, dairies and processors. Small farmers are served through our business banking group. By putting the right banker in front of the right client, we are not only realizing greater efficiency and sales success, we are better serving our clients by matching our services and expertise with their specific needs. 6 Text - left hand edge of the page to the middle of the page: IMAGINE A BANK WITH NO TELLER LINE Nowhere in the Brenton organization is our sales focus more evident than in Coral- ville, an Iowa City suburb, where we opened our prototype "office of the future" in November. Dedicated to business and private banking, it's staffed by ten Brenton associates, eight of whom spend most of their time outside the office. Rather than forcing clients to come to the bank, associates deliver our entire range of products and services directly to clients' homes or offices. Clients appreciate the convenience and our dedication to total service. And, we value the opportunity to develop strong multi-account relationships among those we're perfectly positioned to serve. Clients are still welcome to stop by the office whenever they like. Instead of a tradi- tional teller line, there's a semicircular counter staffed by two associates who can handle everything from loans to deposits. Conference rooms are available to provide dedicated, private services in an uncluttered, fully networked environment. A similar Brenton sales office will be opening in Moline, Illinois, during 2000. It will be our first office outside of Iowa. Photograph of outside front of Brenton Bank office building in Coralville, Iowa - located on the top of the page on the right hand side of the text. Floor plan of Coralville, Iowa office - located on the bottom of the page on the right hand side of the text. Text - centered at the bottom of the page: 7 Brenton Banks, Inc. 1999 Summary Annual Report Photograph of a pen on top of paper - located at the top of the page in the right hand corner of the page. Text - located underneath the photograph from one-third of the page to the right hand edge of the page: IMAGINE A DEDICATED TEAM OF WEALTH MANAGEMENT EXPERTS, SERVING YOUR EVERY FINANCIAL NEED During 1999, we developed a unique approach for serving our affluent clients by providing complete private banking, financial planning, risk management, estate planning, trust services and more - through a single relationship manager working with a team of experts from across our lines of business. Text - located in center of page, bottom two-thirds of the page: IMAGINE HOW MUCH SIMPLER IT COULD BE TO BUILD AND FINANCE A NEW HOME Wouldn't it be great if you could secure both construction financing and your new home mortgage with a single closing (and a single set of fees)? That's the thinking behind Brenton's new, construction real estate lending program - a Quantum Leap initiative that produced more than $70 million in residential construction originations during 1999. Builders appreciate the program, too-not only because it creates business, but also because the construction loans can be made directly to homeowners, freeing up builders' lines of credit. Photograph of a home under construction - located next to the text in the bottom right hand corner of the page. 8 Text - centered in the middle of the page: Brenton clients can now handle just about all their banking business with a keyboard and mouse, thanks to Anytime Banking on our Web site at www.brentonbank.com. They'll enjoy secure, 'round-the-clock access to their accounts, plus information on everything from CDs, deposits and loans to their IRAs, mortgage and more. Text centered across the page: BRENTON DELIVERS ONLINE CONVENIENCE FOR BANK AND INVESTMENT CLIENTS Text - centered in the middle of the page: Also, Brenton Investment Direct clients will soon find a remarkable range of information, savings and convenience at www.brentoninvestments.com - - including free real time quotes, personalized portfolio tracking, free check writing, free dividend reinvestment for most U.S. stocks, year-end tax information, discounted com- missions and more. Plus, they can place limit or market orders from anywhere they have Internet access. Both of these new, Internet-based Brenton services are supported by our successful telephone services. The Brenton Anytime Line provides 24 hour access, 7 days a week, to account information and transfers. Brenton Direct is an extended hours telephone service, staffed by experienced associates who can help clients open accounts, apply for loans and satisfy a variety of financial needs. Clients can also trade by phone and receive immediate transaction confirmations from a licensed Brenton Investment representative. Four small photographs of a finger on a keyboard, man sitting at a keyboard, graphic of first part of an Internet address, and $ signs on a circuit board - - located in a column going down the page on the right hand side of the page next to the text Text - centered at the bottom of the page: 9 Brenton Banks, Inc. 1999 Summary Annual Report Text - centered across the top of the page is: SHOOTING FOR PERFECTION DURING A "TELLER PERFECT HOUR" Text - located in the left hand corner of the page: A 200% increase in teller referrals was generated during Brenton's Teller Perfect Hour on February 10, 2000. Text - centered in the middle of the page: To engage Brenton tellers in our sales process and culture, we created a six-week training process focused on building relationships, providing superior service and promoting opportunities to our clients. The process culminated in an event called the "Teller Perfect Hour," during which we worked to achieve 100 percent performance, 100 percent of the time. The first Teller Perfect Hour was piloted by our Ames bank, last fall. A statewide Teller Perfect Hour was successfully completed on February 10, 2000, with 44 out of 125 participating tellers delivering perfect scores. Three offices achieved total perfection, with all tellers producing perfect scores. Photograph of a teller line in a bank office from the teller's view - located next to the text in the upper right hand corner of the page: Photograph of a windmill during the Pella Tulip Festival in Pella, Iowa - centered in the middle on the bottom half of the page. Text - located two-thirds of the page (next to the photograph) to the right hand edge of the paper: BANK ACQUISITIONS IN PELLA AND KNOXVILLE EXPAND TWO BRENTON COMMUNITIES During 1999, Brenton acquired two U.S. Bank branches in Pella and Knoxville and immediately began to develop important new client relationships in these dynamic community markets. As a result of these acquisitions, Brenton is now the largest financial institution in Marion County. Growth through acquisition continues to be a core Brenton strategy. "In one evening, we had completely transformed the office into a working Brenton Bank. The teamwork was incredible!" said Steve Agan, President of Brenton Bank-Knoxville/Pella. 10 Graphic in the shape of an oval, with four smaller ovals inside representing lines of business (Business Banking, Personal Banking, Investments, Insurance Services). An inner circle states Relationship Manager with the innermost circle showing Client - located in the upper left hand corner of the page. Text - from the middle to the right hand edge of the page: LEADING THE ONEBANKism REVOLUTION Text - from left hand edge of the page to the middle of the page: Since 1996, Brenton has worked closely with Cohen Brown Management Group, Inc., an internationally recognized sales management training firm, to expand the boundaries of sales culture development within the banking industry. As a result of our success in this effort, we were selected to be the pilot organi- zation for Cohen Brown's "ONEBANKism" concept. Our sales culture accomplishments have been the subject of several presentations and articles, most recently in the American Banker Association's Community Banking Quarterly. The heart of the ONEBANKism concept is partnership, whereby associates from different lines of business formally agree not only to refer certain numbers of targeted clients to each other, but also to support each other from the referral through the sale. Formalized as "mutual charter agreements," these partnerships are tracked and tied to individual goals and incentives. The goal is to deliver the entire bank to every targeted client at every opportunity, enabling us to strengthen client relationships and generate additional sales. "ONEBANKism" and "Mutual Charter Agreement"(c) 1998 Cohen Brown Picture Co., Inc. Picture of stock certificates - located in lower right hand corner of the page. Text - centered at the bottom of the page: 11 Brenton Banks, Inc. 1999 Summary Annual Report Text - centered in the middle: THE POWER OF PARTNERSHIP MEANS DELIVERING MORE DOLLARS TO THE BOTTOM LINE Photograph of two women looking down at a desktop - located two-thirds of the page. Text - two-thirds (to the right of the photograph) of the page to the right hand edge of the page: Through an innovative Brenton-developed partner- ship program, Brenton lines of business commit to produce specific revenues for other Brenton lines by identifying clients' financial needs and proactively referring them to appropriate Brenton specialists. During 1999, this powerful initiative created over 3,900 sales, producing approximately $1.9 million in revenues. Text - left hand edge of the page to middle: SHARING PRIDE OF OWNERSHIP None of our plans or accomplishments would be possible without the enthusiastic commitment and support of Brenton associates across Iowa. That's why, last year, we began to reward their efforts with shares of the Company's common stock. Early in 1999, we distributed shares to most employees in recognition of our record-setting performance from 1996 through 1998. On January 14, 2000, we presented additional shares to celebrate our many 1999 accomplishments. The distribution took place at special breakfast meetings, simultaneously held at every Brenton location. During these meetings, each department and associate was individually recognized for their accomplishments, as we shared our vision for continued future growth. Text - bottom left hand corner of the page: Brenton associates were rewarded for their dedication, flexibility and innovation with a gift of Brenton common stock. 12 Text - middle to the right hand edge of the paper: TO OUR SHAREHOLDERS: During 1999, Brenton Banks, Inc. continued to implement and refine our leading edge growth strategy, while positioning ourselves to identify and serve the ever-growing needs of our targeted clients across Iowa. We have historically been a strong competitor within our selected markets. During the past year, we became even stronger. We invested in several key initiatives, and thanks to the work of Brenton associates, many of these initiatives have already begun to produce results. Our municipality and association initiatives drew encouraging amounts of business from local and regional governments, agencies and organizations. We expanded our presence in key markets, including Knoxville, Iowa City and Pella. We produced significant growth in average core deposits, which rose 11.4 percent in 1999. Our success in sales culture development was noted in the American Banker Association's Community Banking Quarterly. And we were one of ten banks, nationwide, selected by BAI and Action Systems, Inc. to participate in a research project studying the development of an effective sales culture. Expenses tied to these growth initiatives and other factors, including continued compression of net interest margin, led to 1999 earnings of $16.6 million, compared to net income of $20.4 million in 1998. Diluted earnings per common share were $.80, compared to $.96 for the prior year, which has been restated to reflect the June 1999 ten per- cent common stock dividend. The Company's return on average equity (ROE) was 12.35 percent. Average assets grew by 9.2 percent, ending the year at nearly $2.0 billion. Net interest income rose 2.0 percent to $62.6 million, compared to $61.4 million in 1998, as favorable volume variances were tempered by unfavorable rate variances. While average interest-earning assets grew 8.7 percent, net interest margin declined 24 basis points to 3.73 percent, thus limiting net interest income growth. Continued compression of net interest margin, primarily caused by aggressive competition in Iowa's banking marketplace, is one reason the Company is committed to long-term growth in financial services and other sources of fee income. Total average loans grew 10.0 percent to $1.1 billion, compared to $1.0 billion in 1998. Average indirect consumer loans increased by $51.2 million (31 percent). Average direct consumer loans grew by Two bar graphs on the left hand side of the page: Graph showing Return on Average Equity (1995-1999): 95 96 97 98 99 9.04% 11.76% 14.47% 15.37% 12.35% Graph showing Noninterest Income as a Percent of Total Operating Income (1995 - - 1999): 95 96 97 98 99 25.08% 29.10% 31.00% 34.75% 32.09% Text - centered at the bottom of the page: 13 Brenton Banks, Inc. 1999 Summary Annual Report Text - left hand corner of the page: $26.9 million (12 percent). Average commercial/business/ag loans rose $29.0 million (7 percent). Average residential real estate loans declined Text - caption from two-thirds of the page to the right hand side of the page: DURING THE PAST YEAR, WE BECAME EVEN STRONGER. WE INVESTED IN SEVERAL KEY INITIATIVES, AND THANKS TO THE WORK OF BRENTON ASSOCIATES, MANY OF THESE INITIATIVES HAVE ALREADY BEGUN TO PRODUCE RESULTS. Text - left side of the page to the middle: $12.7 million (9 percent), primarily due to refinancings and normal run-off. Refinanced loans are generally sold in the secondary market to reduce the risk of holding long-term, fixed-rate loans in the portfolio. Nonperforming loans declined to $9.5 million or .79 percent of total loans on December 31, 1999, compared to $11.3 million or 1.09 percent of total loans at year-end 1998. Loan quality remained strong at year-end 1999, with reserves standing at 152.49 percent of nonperforming loans and 1.21 percent of total loans. Net charge-offs were .36 percent of average loans, up slightly from .28 percent in 1998. Brenton's 1999 noninterest income (excluding securities gains) declined 9.5 percent to $29.6 million. Rising mortgage interest rates and higher than anticipated losses on sales of originated loans led to a decline of $3.6 million in mortgage banking revenue. Lower transaction volume resulted in a 22.0 percent decline in investment brokerage commissions. Growing numbers of commercial and business clients, as well as a revised fee schedule, pushed service charges on deposit accounts 18.9 percent higher during the year. Securities gains for 1999 totaled $215,640, compared to gains of $665,450 for 1998. Noninterest expenses grew 6.5 percent to $65.4 million, up from $61.4 million in 1998. Normal annual salary adjustments and increasing numbers of employees due to the Company's growth initiative resulted in a 3.7 percent increase in compensation expense. Employee benefits expense rose $.7 million (13.4 percent), as a result of the increased compensation expense and higher medical insurance premiums, as well as an award of Brenton stock to most employees during the first quarter of 1999. Furniture and equipment expense grew $1.1 million (27.2 percent), due to depreciation on technology upgrades and higher costs for software maintenance agreements. All other operating expenses increased a net 4.8 percent. Text - middle to the right hand side of the page: During 1999, shareholders' equity (excluding unrealized gains or losses on securities available for sale) increased 4.3 percent to $137.6 million. Cash dividends were $.346 per share, up 9.2 percent from $.317 in 1998. As part of its capital management plan, the Company repurchased 300,624 shares of common stock in 1999 at a cost of $4.0 million. The full financial statements and management's discussion and analysis are included in the Appendix to the Proxy Statement filed with the Securities and Exchange Commission, which has been provided to all shareholders. We are gratified by the confidence of shareholders and investment bankers who believe in Brenton's vision. The past two years were not favorable for bank stocks in general, as rising interest rates, narrowing margins, fewer mergers and Y2K worries drove down prices across the banking industry. But all cycles come to an end. At Brenton, we are very well positioned to seize and profit from the opportunities that lie ahead. We believe our strategies of growth, partnership, and continued sales culture development will enable us to provide the value clients and investors will be looking for in 2000 and beyond. /s/ C. Robert Brenton Chairman of the Board /s/ Robert L. DeMeulenaere President and Chief Executive Officer 14 Selected Financial Data Brenton Banks, Inc. and Subsidiaries Year-end Balances (in thousands) 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 Total assets $ 1,985,455 1,939,557 1,718,484 1,632,095 1,582,779 1,581,327 1,480,596 1,431,140 1,360,942 1,274,301 Interest-earning assets 1,805,943 1,788,081 1,578,923 1,497,600 1,461,218 1,475,473 1,400,709 1,323,252 1,267,402 1,181,172 Interest-bearing liabilities 1,645,684 1,590,493 1,406,258 1,335,609 1,300,508 1,315,378 1,224,951 1,181,013 1,141,008 1,052,597 Noninterest-bearing deposits 189,333 190,625 161,007 153,284 143,220 136,548 127,132 137,212 115,479 125,626 Long-term borrowings 27,704 41,546 36,662 34,860 38,178 28,939 20,055 13,284 13,634 12,675 Common stockholders' equity** 131,933 135,210 129,379 121,954 119,534 110,430 112,418 97,430 86,712 77,258 Results of Operations (in thousands) Interest income $ 128,979 124,026 118,239 111,383 111,040 101,223 98,656 106,560 115,561 106,826 Interest expense 66,380 62,639 58,105 55,331 57,708 45,772 44,427 54,773 68,687 64,431 Net interest income 62,599 61,387 60,134 56,052 53,332 55,451 54,229 51,787 46,874 42,395 Provision for loan losses 4,250 4,200 3,900 2,900 1,865 1,988 1,252 1,411 799 869 Net interest income after provision for loan losses 58,349 57,187 56,234 53,152 51,467 53,463 52,977 50,376 46,075 41,526 Noninterest income 29,794 33,358 27,506 23,327 17,847 16,593 17,863 14,684 12,715 11,554 Noninterest expense 65,374 61,392 57,699 56,090 55,051 56,657 50,415 46,591 42,284 37,820 Income before income taxes and minority interest 22,769 29,153 26,041 20,389 14,263 13,399 20,425 18,469 16,506 15,260 Income taxes 5,565 8,082 7,288 5,771 3,205 2,701 5,508 4,884 4,308 4,388 Minority interest 644 720 743 603 651 591 667 632 539 533 Net income $ 16,560 20,351 18,010 14,015 10,407 10,107 14,250 12,953 11,659 10,339 Average common shares outstanding (in thousands)* 20,498 20,853 21,181 21,891 22,469 23,105 22,983 22,782 22,716 22,677 Per Common Share* Net income-basic $ .81 .98 .85 .64 .46 .44 .62 .57 .51 .46 Net income-diluted .80 .96 .83 .63 .46 .43 .61 .56 .51 .45 Cash dividends .346 .317 .225 .171 .154 .150 .137 .120 .110 .093 Common stockholders' equity*** 6.76 6.39 6.02 5.62 5.27 5.01 4.74 4.26 3.81 3.40 Closing price 10.13 15.23 16.53 10.38 7.26 6.23 5.98 5.92 4.72 3.07 Selected Operating Ratios Return on total average common stockholders' equity** 12.35% 15.37 14.47 11.76 9.04 9.03 13.82 14.13 14.27 14.39 Return on average realized common stockholders' equity*** 12.31 15.77 14.68 11.79 8.91 8.99 13.82 14.12 14.26 14.39 Return on average assets (including minority interest) .89 1.18 1.14 .92 .71 .70 1.04 .98 .93 .95 Equity to assets*** 6.91 6.81 7.36 7.41 7.47 7.28 7.40 6.81 6.37 6.06 Common dividend payout 43.25 33.02 27.11 27.14 33.48 34.88 22.46 21.43 21.57 20.67 Allowance for loan losses as a percent of loans 1.21 1.37 1.28 1.20 1.22 1.12 1.12 1.20 1.14 1.25 Net charge-offs as a percent of average loans .36 .28 .26 .29 .18 .10 .05 .13 .15 .12 <FN> * Restated for 2-for-1 stock split effective February 1998, 10 percent common stock dividends effective in 1999, 1998, 1997 and 1996 and 3-for-2 stock split effective in 1994. ** Including unrealized gains (losses) on securities available for sale. *** Excluding unrealized gains (losses) on securities available for sale. Text - centered at the bottom of the page: Financials 15 Brenton Banks, Inc. 1999 Summary Annual Report Consolidated Statements of Condition Brenton Banks, Inc. and Subsidiaries December 31 1999 1998 Assets: Cash and due from banks $ 85,064,053 76,460,049 Interest-bearing deposits with banks 2,361,784 2,167,288 Federal funds sold and securities purchased under agreements to resell - 6,000,000 Investment securities: Available for sale 556,191,355 605,183,788 Held to maturity (market value of $25,351,000 and $44,011,000 at December 31, 1999, and 1998, respectively) 25,201,876 43,027,501 Total investment securities 581,393,231 648,211,289 Loans held for sale 26,201,221 98,147,391 Loans 1,195,986,791 1,033,554,556 Allowance for loan losses (14,413,104) (14,172,264) Loans, net 1,181,573,687 1,019,382,292 Premises and equipment 37,978,240 32,523,113 Accrued interest receivable 15,856,895 16,458,066 Other assets 55,025,590 40,207,277 1,985,454,701 1,939,556,765 Liabilities and Stockholders' Equity: Deposits: Noninterest-bearing 189,333,019 190,625,140 Interest-bearing: Demand 145,131,184 131,602,358 Savings 640,963,380 603,367,340 Time 554,655,720 571,080,293 Total deposits 1,530,083,303 1,496,675,131 Federal funds purchased and securities sold under agreements to repurchase 166,806,442 155,847,300 Other short-term borrowings 110,423,584 87,050,000 Accrued expenses and other liabilities 13,896,056 18,315,348 Long-term borrowings 27,704,000 41,546,000 Total liabilities 1,848,913,385 1,799,433,779 Minority interest in consolidated subsidiaries 4,607,865 4,912,667 Redeemable preferred stock, $1 par; 500,000 shares authorized; issuable in series, none issued - - Common stockholders' equity: Common stock, $2.50 par; 50,000,000 shares authorized; 20,354,454 and 18,752,381 shares issued and outstanding at December 31, 1999, and 1998, respectively 50,886,135 46,880,953 Capital surplus - - Retained earnings 86,682,119 85,010,569 Accumulated other comprehensive income (loss)-- unrealized gains (losses) on securities available for sale (5,634,803) 3,318,797 Total common stockholders' equity 131,933,451 135,210,319 $ 1,985,454,701 1,939,556,765 16 Consolidated Statements of Operations Brenton Banks, Inc. and Subsidiaries Years Ended December 31 1999 1998 1997 Interest Income: Interest and fees on loans $ 94,493,565 89,739,711 86,020,464 Interest and dividends on investments: Available for sale--taxable 25,125,818 23,770,870 21,969,148 Available for sale--tax-exempt 7,058,222 5,866,972 4,929,898 Held to maturity--taxable 101,816 277,075 811,729 Held to maturity--tax-exempt 1,677,406 2,536,082 2,647,149 Interest on federal funds sold and securities purchased under agreements to resell 349,298 1,659,405 1,742,284 Other interest income 172,918 175,678 118,695 Total interest income 128,979,043 124,025,793 118,239,367 Interest Expense: Interest on deposits 51,330,450 50,772,501 49,310,346 Interest on federal funds purchased and securities sold under agreements to repurchase 6,630,927 5,092,162 3,413,432 Interest on other short-term borrowings 6,403,143 3,756,817 3,183,053 Interest on long-term borrowings 2,015,386 3,016,987 2,198,772 Total interest expense 66,379,906 62,638,467 58,105,603 Net interest income 62,599,137 61,387,326 60,133,764 Provision for loan losses 4,250,000 4,200,000 3,900,000 Net interest income after provision for loan losses 58,349,137 57,187,326 56,233,764 Noninterest Income: Service charges on deposit accounts 9,372,840 7,885,513 7,290,765 Mortgage banking income 4,225,351 7,797,577 3,274,215 Investment brokerage commissions 4,160,138 5,334,309 4,808,048 Fiduciary income 3,685,449 3,497,030 3,136,078 Insurance commissions and fees 1,608,661 1,382,917 2,803,983 Other service charges, collection and exchange charges, commissions and fees 4,791,432 4,634,529 3,879,609 Net realized gains from securities available for sale 215,640 665,450 493,822 Other operating income 1,734,145 2,160,502 1,819,269 Total noninterest income 29,793,656 33,357,827 27,505,789 Noninterest Expense: Compensation 30,225,317 29,141,441 26,824,307 Employee benefits 5,525,097 4,873,271 4,303,104 Occupancy expense of premises, net 6,063,984 5,807,559 5,609,600 Furniture and equipment expense 5,295,734 4,163,137 3,634,336 Data processing expense 2,873,419 2,623,727 2,850,395 Marketing 1,784,474 1,472,632 1,361,963 Supplies 1,404,316 1,226,212 1,195,762 Other operating expense 12,201,929 12,083,549 11,919,097 Total noninterest expense 65,374,270 61,391,528 57,698,564 Income before income taxes and minority interest 22,768,523 29,153,625 26,040,989 Income taxes 5,564,805 8,082,355 7,287,628 Income before minority interest 17,203,718 21,071,270 18,753,361 Minority interest 643,601 720,349 743,254 Net income $ 16,560,117 20,350,921 18,010,107 Per common share*: Net income-basic $ .81 .98 .85 Net income-diluted .80 .96 .83 Cash dividends .346 .317 .225 <FN> * Restated for the 2-for-1 stock split effective February 1998 and 10 percent common stock dividends effective in 1999 and 1998. Text - centered at the bottom of the page: Financials 17 Brenton Banks, Inc. 1999 Summary Annual Report Consolidated Statements of Changes in Common Stockholders' equity Brenton Banks, Inc. and Subsidiaries Years Ended December 31 1999 1998 1997 Common Stock Beginning of year balance $ 46,880,953 43,335,120 40,428,420 Ten percent common stock dividend 4,655,915 4,315,398 3,966,905 Issuance of shares of common stock under the stock option plan 33,680 99,825 501,760 Issuance of shares of common stock under the long-term stock compensation plan - 268,960 82,945 Issuance of shares of common stock under the employee stock purchase plan 33,647 94,150 93,790 Shares reacquired under the common stock repurchase plan (718,060) (1,232,500) (1,738,700) End of year balance 50,886,135 46,880,953 43,335,120 Capital Surplus Beginning of year balance - - - Ten percent common stock dividend - (78,529) - Issuance of shares of common stock under the stock option plan (29,667) 190,214 784,397 Issuance of shares of common stock under the long-term stock compensation plan - 842,685 163,970 Issuance of shares of common stock under the employee stock purchase plan 209,926 664,018 457,457 Shares reacquired under the common stock repurchase plan (180,259) (1,618,388) (1,405,824) End of year balance - - - Retained Earnings Beginning of year balance 85,010,569 82,824,333 80,448,768 Net income 16,560,117 20,350,921 18,010,107 Dividends on common stock ($.346, $.317, and $.225 per share, respectively) (7,112,542) (6,622,340) (4,781,675) Ten percent common stock dividend (4,655,915) (4,236,869) (3,966,905) Fractional shares resulting from common stock dividend (14,003) (13,961) (16,399) Issuance of shares of common stock under the long-term stock compensation plan - (141,425) - Issuance of shares of common stock under the employee stock purchase plan - (78) - Shares reacquired under the common stock repurchase plan (3,106,107) (7,150,012) (6,869,563) End of year balance 86,682,119 85,010,569 82,824,333 Total Stockholders' Equity before Accumulated Other Comprehensive Income (Loss) 137,568,254 131,891,522 126,159,453 Accumulated Other Comprehensive Income (Loss) Beginning of year balance 3,318,797 3,219,846 1,077,041 Change in unrealized holding gains (losses) on securities available for sale (8,953,600) 98,951 2,142,805 End of year balance (5,634,803) 3,318,797 3,219,846 Total Stockholders' Equity $ 131,933,451 135,210,319 129,379,299 18 Consolidated Average Balances and Rates Brenton Banks, Inc. and Subsidiaries Average Balances (in thousands) 1999 1998 1997 1996 1995 Assets: Cash and due from banks $ 72,186 65,874 58,681 65,439 57,138 Interest-bearing deposits with banks 3,526 3,706 2,460 1,393 1,076 Federal funds sold and securities purchased under agreements to resell 7,118 31,048 31,472 26,188 39,763 Trading account securities - - 12 - - Investment securities: Available for sale--taxable 430,740 390,591 348,232 330,002 244,786 Available for sale--tax-exempt 155,558 125,237 99,868 85,471 100,859 Held to maturity--taxable 1,514 3,998 12,700 46,271 65,959 Held to maturity--tax-exempt 33,982 53,130 56,204 51,639 50,235 Loans held for sale 56,218 37,841 10,284 7,983 5,908 Loans 1,098,732 999,232 970,115 919,578 945,724 Allowance for loan losses (14,519) (13,738) (12,171) (11,440) (11,166) Premises and equipment 36,010 31,883 29,841 31,728 31,436 Other assets 62,761 51,318 41,771 28,642 29,508 $ 1,943,826 1,780,120 1,649,469 1,582,894 1,561,226 Liabilities and Stockholders' Equity: Deposits: Noninterest-bearing $ 192,211 164,403 139,480 131,051 128,770 Interest-bearing: Demand 109,535 90,589 81,430 376,259 355,819 Savings 641,308 585,598 551,509 241,250 231,633 Time 546,868 556,056 567,258 583,508 626,497 Total deposits 1,489,922 1,396,646 1,339,677 1,332,068 1,342,719 Federal funds purchased and securities sold under agreements to repurchase 150,387 116,388 78,234 59,276 40,237 Other short-term borrowings 117,377 65,205 53,223 17,295 6,536 Accrued expenses and other liabilities 15,940 17,020 17,097 17,520 14,896 Long-term borrowings 31,330 47,605 32,056 33,094 37,264 Total liabilities 1,804,956 1,642,864 1,520,287 1,459,253 1,441,652 Minority interest in consolidated subsidiaries 4,734 4,834 4,691 4,471 4,391 Common stockholders' equity 134,136 132,422 124,491 119,170 115,183 $ 1,943,826 1,780,120 1,649,469 1,582,894 1,561,226 Summary of Average Interest Rates: Average yields earned: Interest-bearing deposits with banks 4.90% 4.74 4.80 4.87 6.20 Trading account securities - - 4.26 - - Federal funds sold and securities purchased under agreements to resell 4.91 5.35 5.54 5.41 5.69 Investment securities: Available for sale--taxable 5.83 6.09 6.31 6.08 5.96 Available for sale--tax-exempt (tax equivalent basis) 6.46 6.69 7.04 7.13 6.71 Held to maturity--taxable 6.72 6.93 6.39 6.22 6.17 Held to maturity--tax-exempt (tax equivalent basis) 7.03 6.82 6.72 6.68 8.05 Loans held for sale 7.07 7.11 7.89 8.47 6.71 Loans 8.26 8.74 8.82 8.69 8.69 Average rates paid: Deposits 3.96% 4.12 4.11 4.12 4.37 Federal funds purchased and securities sold under agreements to repurchase 4.41 4.38 4.36 4.17 4.08 Other short-term borrowings 5.46 5.76 5.98 5.87 5.67 Long-term borrowings 6.43 6.34 6.86 7.07 7.03 Average yield on interest- earning assets 7.44% 7.78 7.95 7.80 7.86 Average rate paid on interest- bearing liabilities 4.16 4.29 4.26 4.22 4.45 Net interest spread 3.28 3.49 3.69 3.58 3.41 Net interest margin 3.73 3.97 4.16 4.03 3.89 Text - centered at the bottom of the page: Financials 19 Brenton Banks, Inc. 1999 Summary Annual Report Stock Information Brenton Banks, Inc. common stock is traded on the NASDAQ Stock Market and quotations are furnished by the NASDAQ System. There were 2,095 common stockholders of record on December 31, 1999. MARKET AND DIVIDEND INFORMATION 1999 High Low Dividends 1st quarter $15.91 11.82 .086 2nd quarter 17.25 12.55 .086 3rd quarter 17.00 11.63 .087 4th quarter 15.00 9.00 .087 1998 High Low Dividends 1st quarter $18.18 14.87 .070 2nd quarter 19.09 16.74 .079 3rd quarter 22.05 16.59 .082 4th quarter 17.39 14.32 .086 The above table sets forth the high and low sales prices and cash dividends per share for the Company's common stock, after the effect of the June 1999 and June 1998 ten percent common stock dividends. The market quotations, reported by NASDAQ, represent prices between dealers and do not include retail markup, markdown or commissions. NASDAQ Symbol: BRBK Wall Street Journal and Other Newspapers: BrentB Market Makers ABN AMRO Incorporated Herzog, Heine, Geduld, Inc. Howe, Barnes Investments, Inc. Keefe, Bruyette & Woods, Inc. Sandler, O'Neill & Partners, L.P. Stifel, Nicolaus & Co., Inc. FORM 10-K COPIES OF BRENTON BANKS, INC. ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION FORM 10-K WILL BE MAILED WHEN AVAILABLE WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST TO STEVEN T. SCHULER, CHIEF FINANCIAL OFFICER/TREASURER/SECRETARY, AT THE CORPORATE HEADQUARTERS. IT IS ALSO AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S INTERNET WEB SITE AT HTTP://WWW.SEC.GOV/CGI-BIN/SRCH-EDGAR. ________________________________________________________________________ Independent Auditors' Report The Board of Directors of Brenton Banks, Inc.: We have audited, in accordance with generally accepted auditing standards, the consolidated statements of condition of Brenton Banks, Inc. and subsidiaries as of December 31, 1999, and 1998, and the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999 (not presented herein); and in our report dated January 28, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the condensed consolidated financial information appearing on pages 16 through 18 is fairly presented, in all material respects, in relation to the consolidated financial statements from which it has been derived. KPMG LLP Des Moines, Iowa January 28, 2000 20 Corporate Structure BRENTON BANKS, INC. BOARD OF DIRECTORS C. Robert Brenton Chairman of the Board Brenton Banks, Inc. William H. Brenton Past Chairman and President Brenton Banks, Inc. J. C. Brenton Past President Brenton Banks, Inc. Robert C. Carr Retired Gary M. Christensen President & CEO Pella Corporation Robert J. Currey President 21st Century Telecom Group, Inc. Robert L. DeMeulenaere President and Chief Executive Officer Brenton Banks, Inc. BRENTON BANKS, INC. EXECUTIVE OFFICERS C. Robert Brenton Chairman of the Board Robert L. DeMeulenaere President and Chief Executive Officer Steven T. Schuler CFO/Treasurer/Secretary BRENTON BANK SENIOR SALES SUPPORT OFFICERS Robert L. DeMeulenaere Chairman and Chief Executive Officer Larry A. Mindrup President Phillip L. Risley Executive Vice President Steven T. Schuler CFO/Treasurer/Secretary Judy S. Bohrofen Human Resources Director Woodward G. Brenton Chief Commercial Banking Officer Gregory M. Cole Loan Development Center Director W. Bradley Cunningham Investment/ALCO Director Marsha A. Findlay Professional Development Director Douglas R. Gulling Corporate Controller/Cashier Monica L. Haun Operations and Technology Director Douglas F. Lenehan Chief Sales Officer Catherine I. Reed Marketing Director Norman D. Schuneman Chief Credit Officer BRENTON LINE OF BUSINESS AND REGIONAL BANK MANAGERS Woodward G. Brenton Mortgage Banking Douglas F. Lenehan Diversified Commercial Services David W. Mackaman Commercial Banking Larry A. Mindrup Retail Banking Elizabeth M. Piper/Bach Financial Services Allen W. Shafer Business Banking Thomas J. Vincent Agricultural Banking Charles N. Funk Central Regional Manager Dennis H. Hanson East Central Regional Manager G. Darryl Harmon Davenport/Moline Regional Manager Ronald D. Larson Cedar Rapids/Iowa City Regional Manager Marc J. Meyer Western Regional Manager Text - centered at the bottom of the page: 21 Brenton Banks, Inc. 1999 Summary Annual Report Brenton Service Locations - Iowa Adel Ames, 424 Main Street Ames, North Grand Mall Ames, South Duff Avenue Ankeny Cedar Rapids, 150 First Avenue, NE Cedar Rapids, 3010 Williams Blvd., SW Cedar Rapids, 1800 51st Street, NE Clarion Clive, 10101 University Clive, 13631 University Coralville Dallas Center Davenport, 1618 N. Main Street Davenport, Village Shopping Center Davenport, West Third and Division Davenport, 53rd and Utica Ridge Des Moines, 400 Locust Street Des Moines, 29th & Ingersoll Des Moines, 2805 Beaver Des Moines, S.W. 9th and McKinley Dexter Dubuque* Eagle Grove Emmetsburg Granger Grinnell Indianola Jefferson Johnston Knoxville Marion Marshalltown, 102 South Center Marshalltown, 1724 South Center Newton* Pella Perry Redfield Story City Urbandale Van Meter Waukee West Des Moines** Woodward * Loan and investment office ** Telebanking Center Stockholder Information Corporate Headquarters Suite 200, Capital Square 400 Locust Street Des Moines, Iowa 50309 Telephone 800/627-3686 Annual Shareholders' Meeting Wednesday, May 17, 2000, 5:00 p.m. Polk County Convention Complex 501 Grand Avenue Des Moines, Iowa 50309 Transfer Agent/Registrar/ Dividend Disbursing Agent Harris Trust and Savings Bank 311 West Monroe Street Chicago, Illinois 60606 Legal Counsel Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C. Suite 1100, Two Ruan Center 601 Locust Street Des Moines, Iowa 50309 Independent Auditors KPMG LLP 2500 Ruan Center 666 Grand Avenue Des Moines, Iowa 50309 22 Text - centered in the top one-third of the page: The Brenton Difference Circular graphic in the middle of the page - with outer layer showing four lines of business with subheadings listing products and services available in each line of business. Business Banking Cash Management Deposit Accounts Business and Ag Loans International Banking Services Risk Management Insurance Employee Benefits Personal Banking Credit Cards Personal & Private Banking Residential Mortgages Home Equity Loans/Lines of Credit Investments Retirement Planning Investment Management Trust and Estate Planning Next inner circle shows four methods of gaining access to the lines of business. Brenton Direct Branch Brenton Online Anytime Line Next small circle shows Relationship Manager and the innermost rectangle shows YOU (referring to clients). Text - centered in the bottom of the page: Brenton Bank Brenton Banks, Inc. Suite 200, Capital Square 400 Locust Street Des Moines, Iowa 50309 Telephone 800/627-3686 www.brentonbank.com www.brentoninvestments.com Appendix to Annual Report Referencing Graphic and Image Material All graphic and image material has been described in text of the annual report. Set forth below is a list of such material. 1. Cover - first unnumbered page of the Annual Report - center of page spreading from left edge to right edge of page are photographs of faded faces of three people. On the top of the photographs is a circular graphic with lines leading to the right edge of the page. 2. Text on cover page - first unnumbered page of the Annual Report - centered on top one-third of the page: More Than A Bank 3. Text on cover page - first unnumbered page of the Annual Report - centered on bottom two-thirds of the page: BRENTON 4. Text on cover page - first unnumbered page of the Annual Report - centered at the bottom of the page: Brenton Banks, Inc. 1999 Summary Annual Report 5. Text (left hand side) - Table of Contents, on page 1 of the Annual Report. 6. Three bar graphs (right hand side), on page 2 of the Annual Report, showing Net Income from 1995-1999; Diluted Net Income per Common Share and Dividends per Common Share (Restated for stock splits/dividends) from 1995- 1999; and Total Assets from 1995-1999. 7. Small graphic, on page 3 of the Annual Report, on a graph showing two lines of growth, with text centered underneath. 8. One photograph and text (upper center of the page), on page 4 of the Annual Report, of eleven employees. 9. One photograph and text (left hand edge of page), on page 4 of the Annual Report, of Salisbury House, a historic mansion in Des Moines, Iowa. 10. Text (bottom of photograph), on page 4 of the Annual Report, stating who took the photograph (Photo courtesy of Scott Little). 11. Photograph and text (left hand edge of the page), on page 5 of the Annual Report, of State Capital building. 12. Photograph and text (right hand corner of the page), on page 5 of the Annual Report, of architect's rendering of the Percival Scientific's (a client) new building. 13. Photograph (one-third of page to right hand edge of page), on page 6 of the Annual Report, of soybean field with tractor and wagon. 14. Photograph (top of page on the right hand side of the page), on page 7 of the Annual Report, of outside front of Brenton Bank office building in Coralville, Iowa. 15. Floor plan (bottom of page on the right hand side of the page), on page 7 of the Annual Report, of Coralville, Iowa office. 16. Photograph (top of page in the right hand corner of the page), on page 8 of the Annual Report, of pen on top of paper. 17. Photograph (bottom right hand corner of the page), on page 8 of the Annual Report, of a home under construction. 18. Four small photographs (column going down the page on the right side of the page), on page 9 of the Annual Report, of a finger on a keyboard, man sitting at a keyboard, graphic of first part of an Internet address, and $ signs on a circuit board. 19. Photograph with text (upper right hand corner of the page), on page 10 of the Annual Report, of a teller line in a bank office from the teller's view. 20. Photograph with text (centered in the middle of the bottom half of the page), on page 10 of the Annual Report, of a windmill during the Pella Tulip Festival in Pella, Iowa. 21. Graphic (upper left hand corner of the page), on page 11 of the Annual Report, in the shape of an oval, with four smaller ovals inside representing lines of business (Business Banking, Personal Banking, Investments, Insurance Services). An inner circle states Relationship Manager with the innermost circle showing Client. 22. Photograph (lower right hand corner of the page), on page 11 of the Annual Report, of stock certificates. 23. Photograph (two-thirds of the page), on page 12 of the Annual Report, of two women looking down at a desktop. 24. Text (lower left hand corner of the page) - on page 12 of the Annual Report, that goes along with the stock certificates that are located on page 11 (lower right hand corner of the page) of the Annual Report. 25. Two bar graphs (left hand side), on page 13 of the Annual Report, showing Return on Average Equity from 1995-1999 and Noninterest Income as a Percent of Total Operating Income from 1995-1999. 26. Back Cover - last unnumbered page of the Annual Report - Text (centered in the top one-third of the page): The Brenton Difference 27. Back Cover - last unnumbered page of the Annual Report - circular graphic (middle of the page), titled "The Brenton Difference", with outer layer showing four lines of business with subheadings listing products and services available in each line of business. Business Banking Cash Management Deposit Accounts Business and Ag Loans International Banking Services Risk Management Insurance Employee Benefits Personal Banking Credit Cards Personal & Private Banking Residential Mortgages Home Equity Loans/Lines of Credit Investments Retirement Planning Investment Management Trust and Estate Planning Next inner circle shows four methods of gaining access to the lines of business. Brenton Direct Branch Brenton Online Anytime Line Next small circle shows Relationship Manager and the innermost rectangle shows YOU (referring to clients). 28. Back Cover - last unnumbered page of the Annual Report - Text (centered in the bottom of the page): Brenton Bank Brenton Banks, Inc. Suite 200, Capital Square 400 Locust Street Des Moines, Iowa 50309 Telephone 800/627-3686 www.brentonbank.com www.brentoninvestments.com