DIRECTOR'S INCENTIVE PLAN



1.     Purpose.  The purpose of this Plan is to enable the
Company to attract into and retain as Directors persons of
outstanding competence, and to promote the shareholder point of
view among Directors of the Company. 

2.     Definitions.

       a.  "Company" means Brenton Banks, Inc., or any company
successor thereto by merger, consolidation, liquidation, or other
reorganization which has made provision for adoption of this Plan
and the assumption of the Company's obligation's thereunder.

       b.  "Common Stock" means shares of Common Stock of Brenton
Banks, Inc. 

       c.  "Administrative Committee" means the committee
established by the Board of Directors of the Company pursuant to
paragraph 3 hereof. 

       d.  "Director" means any person who is a Director of the
Company.

       e.  "Participant" means a Director who is awarded Deferred
Compensation Units hereunder by the Administrative Committee.

       f.  "Termination Date" shall mean the date benefits are to
be paid to a Participant under paragraph 6 hereof.

       g.  "Fair Market Value" of the Common Stock shall be the
price at which the last sale of Common Stock was made on the date
in question. If there is no transaction in the Common Stock on
that day, then the Fair Market Value shall be the last bid price
for the Common Stock on that day.

3.     Administration.

       a.  The Board of Directors of the Company shall establish
an Administrative Committee consisting of two or more members of
the Board, and who shall serve at the pleasure of the Board of
Directors, to administer, construe, and interpret this Plan.  No
member of the Administrative Committee shall be liable for any
act done or determination made in good faith. 


       b.  The construction and interpretation by the
Administrative Committee of any provision of this Plan shall be
final and conclusive.  It shall determine, subject to the
provisions of this Plan: 

           i.   The Directors who shall participate in the Plan
from time to time; and 

           ii.  The number of Deferred Compensation Units
(sometimes hereinafter called ''Units''), to be set aside for
each Participant. 

       c.  The Administration Committee may, in its discretion,
delegate its duties to an officer or employee, or a committee
composed of officers or employees of the Company, but may not
delegate its authority to construe and interpret this Plan, or to
make the determinations specified in items (i) and (ii) of
subparagraph (b) of this paragraph 3. 

4.     Establishment of Deferred Compensation Units.  The Company
shall set up an appropriate record (hereinafter called the
"Special Ledger"), and thereafter from time to time enter therein
the name of each Participant, the number of Units awarded to such
Participant by the Administrative Committee and the number of
Units credited to such Participant's account pursuant to
paragraph 5 hereof.

5.     Credits to Account of Participants.  So long as this Plan
remains in effect and until a Participant's Termination Date, the
Company shall credit to such Participant's account in the Special
Ledger, a number of Units equal to: (i) the amount of dividend,
payable in cash or property, which the Participant would have
received had the Participant been the owner of the number of
shares of Common Stock equal to the number of Units in
Participant's account divided by (ii) the Fair Market Value of
the Common Stock on the date of payment of such dividend.  No
such credit shall be made with respect to any dividend paid after
a Participant's Termination Date or after the termination of this
Plan, even though the record date is prior thereto.

6.     Payment of Benefits.

       a.  Upon any Participant no longer being a Director of the
Company, there shall be paid to such Participant, or in the event
of Participant's death, to the person or persons designated under
the provisions of subparagraph (b) of this paragraph 6, an amount
equal to: (i) the number of Units then standing to such
Participant's credit in the Special Ledger multiplied by (ii) the
Fair Market Value of the Common Stock on the Participant's
Termination Date.  Such amounts shall be payable


within six months immediately following the Participant's
Termination Date. 

       b.  Each Director upon becoming a Participant shall file
with the Secretary of the Company a notice in writing designating
one or more Beneficiaries to whom payments otherwise due the
Participant shall be made in the event of Participant's death
while a Director of the Company.  The Participant shall have the
right to change the Beneficiary or Beneficiaries from time to
time; provided, however, that any change shall not become
effective until received in writing by the Secretary of the
Company.

7.     Limitation of Rights.

       a.  Nothing in this Plan contained shall be construed to: 

           i.   Give any Director of the Company any right to be
awarded any Units other than in the sole discretion of the
Administrative Committee, which  authority of the Administrative
Committee is limited by the provisions of this plan; 

           ii.  Give a Participant any rights whatsoever with
respect to shares of Common Stock of the Company; or

           iii. Limit in any way the right of the Company to
terminate a Participant's Directorship with the Company at any
time. 

8.     Adjustment in Number of Units.  In the event of any stock
dividend on the Common Stock or any split-up or combination of
shares of the Common Stock, appropriate adjustment shall be made
by the Administrative Committee in the number of Units standing
to the credit of each Participant in the Special Ledger.

9.     Nonalienation of Benefits.  No right or benefit under this
Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge
the same shall be void.  No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to such benefits. 
If any Participant or Beneficiary hereunder should become
bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge any right or benefit hereunder, then
such right or benefit shall, in the discretion of the
Administrative Committee, cease, and in such event, the Company
may hold or apply the same or any part thereof for the benefit of
the Participant or Beneficiary, his or her


spouse, children, or other dependents, or any of them, in such
manner and in such proportion as the Administrative Committee may
deem proper. 

10.    Amendment or Termination of Plan.

       a.  The Board of Directors may terminate this Plan at any
time. 

       b.  The Board of Directors may amend this Plan at any
time. 

       c.  Any amendment or termination of this Plan shall not
affect the rights of Participants or Beneficiaries to payments in
accordance with paragraph 6 of Units standing to the credit of
Participants in the Special Ledger at the time of such amendment
or termination. 

11.    Gender.  As used herein, the masculine pronoun shall
include the feminine gender. 

12.    Effective Date.  This Plan shall become operative and in
effect on such date as shall be fixed by the Board of Directors
of the Company, in its discretion.