FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period form ___________________ to _____________________
Commission file number 0-6216
BRENTON BANKS, INC.
(Exact name of registrant as specified in its charter)
Incorporated in Iowa No. 42-0658989
State of other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Suite 200, Capital Square, 400 Locust, Des Moines, Iowa 50309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 515-237-5100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5 par value
(Title of class)
1
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 1997, was $130,708,000
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most recent practicable date, March 10, 1997.
8,036,541 shares Common Stock, $5 par value
DOCUMENTS INCORPORATED BY REFERENCE
The Appendix to the Proxy Statement for the 1995 calendar year is
incorporated by reference into Part I, Part II Part IV hereof to the extent
indicated in such Parts.
The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days after the close of the Company's fiscal year ending
December 31, 1996, is incorporated by reference into Part III hereof to the
extent indicated in such Part.
1 of 290 Total Pages
2
TABLE OF CONTENTS
PART I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(A) General Description . . . . . . . . . . . . . . . . . . . . 5
(B) Recent Developments . . . . . . . . . . . . . . . . . . . . 5
(C) Affiliated Banks . . . . . . . . . . . . . . . . . . . . . 7
(D) Bank-Related Subsidiaries and Affiliates . . . . . . . . . 7
(E) Executive Officers and Policymakers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . 7
(F) Employees . . . . . . . . . . . . . . . . . . . . . . . . . 9
(G) Supervision and Regulation . . . . . . . . . . . . . . . . 9
(H) Governmental Monetary Policy and Economic
Conditions . . . . . . . . . . . . . . . . . . . . . . . . 10
(I) Competition . . . . . . . . . . . . . . . . . . . . . . . . 10
(J) Statistical Disclosure . . . . . . . . . . . . . . . . . . 12
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 26
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . . . . . . . . 26
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . 26
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 26
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . 27
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . 27
3
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . 27
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 27
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 13. Certain Relationships and Related Transactions . . . . . . . . . 27
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 27
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4
PART I
Item 1. Business.
(A) General Description.
Brenton Banks, Inc. (the "Parent Company") is a bank holding company
registered under the Bank Holding Company Act of 1956 and a savings and
loan holding company under the Savings and Loan Holding Company Act.
Brenton Banks, Inc. was organized as an Iowa corporation under the name
Brenton Companies in 1948. Subsequently, the Parent Company changed its
corporate name to its current name, Brenton Banks, Inc. On December 31,
1996, the Parent Company had direct control of its commercial and savings
bank (hereinafter the "affiliated banks"), both located in Iowa. The
commercial bank is a state bank incorporated under the laws of the State of
Iowa and the savings bank is a federal savings bank organized under the
laws of the United States. Both of the affiliated banks are members of the
Federal Deposit Insurance Corporation.
Brenton Banks, Inc. and its subsidiaries (the "Company") engage in retail,
commercial and agricultural banking and related financial services from 45
locations throughout Iowa. In connection with this banking industry
segment, the Company provides the usual products and services of banking
such as deposits, commercial loans, agribusiness loans, personal loans and
trust services.
The principal services provided by the Company are accepting deposits and
making loans. The significant loan categories are commercial, commercial
real estate, agribusiness and personal. Commercial loans are made to
business enterprises principally to finance inventory, operations or other
assets at terms generally up to 5 years. The principal risk involves the
customers' management skills and general economic conditions. Commercial
real estate mortgage loans are routinely made for terms up to 20 years for
real property used in a borrower's business. Repayment primarily depends
upon the financial performance and the cashflow of the business enterprise.
Declines in commercial real estate values could ultimately affect the
collectability of these types of loans. Agri-business loans are made to
farmers for financing crop inputs, equipment, livestock and real property
used in farming activities. Agri-business loans are also made to
businesses related to or that support the production and sale of
agricultural products. Weather conditions and government policies have
major influences on agricultural financial performance and ultimately the
borrower's ability to repay loans. Personal loans are made to individuals
primarily on a secured basis to finance such items as residential
mortgages, home improvements, personal property, education and vehicles.
Unsecured personal loans are made on a limited basis. The individual's
credit worthiness and economic conditions affecting the job market are the
primary risks associated with personal loans. Personal loans generally do
not exceed 5 years. For all loan types, the primary criteria used in
determining whether to make a loan is the borrower's ability to repay,
which is based upon a cash flow analysis and willingness to pay supported
by a historical review of credit management.
The principal markets for these loans are businesses and individuals. Iowa
has two primary regional market segments. One market consists of selected
metropolitan areas across the state which consist of service and
manufacturing industries. The other market involves rural areas which are
predominately agricultural in nature. These loans are made by the
affiliated banks and subsidiaries, and some are sold on the secondary
market. The Company also engages in activities that are closely related to
banking, including mortgage banking, investment, insurance and real estate
brokerage.
(B) Recent Developments.
Common Stock Dividend. On October 7, 1996, the Board of Directors declared
a ten percent common stock dividend to stockholders of record on October
17, 1996. Fractional shares resulting from this stock dividend were paid
in cash.
5
Stock Option Plan. On September 5, 1996, a special meeting of stockholders
was held to approve the Brenton Banks, Inc. 1996 Stock Option Plan (the
"Plan"). The Plan, which was approved, authorizes the granting of options
on up to 550,000 shares (all share and per-share data has been adjusted for
the ten percent common stock dividend) of the Company's common stock to key
employees of the Company. The price at which options may be exercised
cannot be less than the fair market value of the shares at the date the
options are granted. The options are subject to certain vesting
requirements and maximum exercise periods, as established by the
Compensation Committee of the Board of Directors. There were 470,800
options granted under the Plan during 1996 to 42 employees of the Company
with option prices ranging from $22.159 to $23.625 per share.
Common Stock Repurchase Plan. As part of the Company's ongoing stock
repurchase plan, in 1996 the Board of Directors authorized additional stock
repurchases of $10,000,000 of the Company's common stock. For the years
ended December 31, 1996, 1995 and 1994, the Company repurchased 347,700,
258,133 and 44,800 shares, respectively, at total costs of $8,248,331,
$4,830,111 and $850,950.
Regulatory Developments. The Deposit Insurance Funds Act of 1996 ("Funds
Act") was enacted during 1996. The Funds Act required the FDIC to impose a
one-time special assessment on Savings Association Insurance Fund (SAIF)
assessable deposits held by institutions as of March 31, 1995, and equaled
approximately 65.7 basis points per $100 of SAIF-insured deposits. The
Company's assessment totaled $1,288,000. Deposits of Brenton Savings Bank,
FSB, as well as savings and loan deposits acquired from the RTC in 1990 and
1991, were included in this assessment. As a result of the special
assessment, the SAIF was capitalized at the target Designated Reserve Ratio
(DRR) of 1.25 percent of estimated insured deposits on October 1, 1996.
Assessment rates were subsequently lowered to a level to maintain the DRR.
The Funds Act also separated the Financing Corporation (FICO) assessment
to service the interest on its bond obligations from the SAIF assessment.
The amount assessed on individual institutions by FICO will be in addition
to the amount paid for deposit insurance. FICO assessment rates for the
first semiannual period of 1997 were set at 1.30 basis points annually for
Bank Insurance Fund (BIF) assessable deposits and 6.48 basis points
annually for SAIF assessable deposits. These rates are adjustable to
reflect changes in assessments bases for BIF and SAIF.
Restructuring of Organization. Brenton Banks, Inc. completed its
restructuring plan during 1995. The plan, authorized in December, 1994,
included consolidating the Company's 13 commercial banks into one bank,
reducing the Company's overall personnel levels and closing selected
banking branches. During the third quarter of 1995, the Company completed
the merger of its 13 commercial banks into a single, state chartered
banking organization under the laws of the State of Iowa.
As part of this merger process, Brenton Bank Services Corporation was
liquidated and became part of the one bank, Brenton Bank. Brenton
Mortgages, Inc., formerly a wholly-owned subsidiary of the holding company,
is now a subsidiary of Brenton Savings Bank, FSB. The move of this
subsidiary was made to accommodate the funding of residential real estate
loans with borrowings from the Federal Home Loan Bank.
Growth and Acquisitions. As part of management's strategic growth plans,
Brenton Banks, Inc. investigates growth and expansion opportunities which
strengthen the Company's presence in current or selected new market areas.
The Company continues expansion of its traditional and non-traditional
services.
On October 1, 1992, Brenton Banks, Inc. merged with Ames Financial
Corporation and acquired its wholly-owned subsidiary, Ames Savings Bank,
FSB of Ames, Iowa whose name has since been changed to Brenton Savings
Bank, FSB. The institution continues to operate as a federal savings
bank, requiring Brenton Banks, Inc. to also register as a savings and loan
holding company. As a savings and loan holding company, Brenton Banks,
Inc. is required to file certain reports with and be regulated by the
Office of Thrift Supervision. See Item 1, Section (G), Supervision and
Regulation.
6
(C) Affiliated Banks.
The 2 affiliated banks had 44 banking locations at December 31, 1996,
located in 13 of Iowa's 99 counties. These banks serve both agricultural
and metropolitan areas. The location and certain other information about
the affiliated banks are given below.
The main office of Brenton Bank is located in Des Moines, Iowa. Des Moines
is the largest city in Iowa. In addition to its main banking location,
Brenton Bank has 40 offices located throughout Iowa and provides services
to customers in numerous counties across the state.
Brenton Savings Bank, FSB is located in Ames, Iowa, and has offices in Ames
and Story City. The savings bank serves customers in Story County.
(D) Bank-Related Subsidiaries and Affiliates.
Brenton Investments, Inc., a wholly owned subsidiary of Brenton Bank, was
formed in 1992 and provides a full array of retail investment brokerage
services to customers. The company is not involved with the direct
issuance, flotation or underwriting of securities. At December 31, 1996,
this subsidiary had 37 licensed brokers serving all Brenton banks.
Brenton Mortgages, Inc., a wholly-owned subsidiary of Brenton Savings Bank,
FSB, engages in the mortgage banking business. This subsidiary originates
and services mortgage loans sold to institutional investors and the
mortgage loan portfolios of the affiliated banks.
Brenton Insurance, Inc. and Brenton Realty Services, Ltd. are wholly-owned
subsidiaries of Brenton Bank. These subsidiaries operate real estate
brokerage agencies and insurance brokerage agencies handling individual and
group life, annuity, health, fire, crop, homeowner's, automobile and
liability insurance.
Brenton Insurance Services, Inc., a wholly-owned subsidiary of the Parent
Company, provides insurance risk management services for the Company.
(E) Executive Officers and Policymakers of the Registrant.
The term of office for the executive officers and policymakers of the
Company is from the date of election until the next Annual Organizational
Meeting of the Board of Directors. The names and ages of the executive
officers and policymakers of the Company as of March 10, 1997, the offices
held by these executive officers and policymakers on that date, the period
during which the officers have served as such and the other positions held
with the Company by these officers during the past five years are set forth
below and on the following page:
Company Position
Name and Address Age Position or Subsidiary Commenced Other Positions
________________ ___ ______________________ _________ _______________
C. Robert Brenton 66 Chairman of the Board 1990
Des Moines, Iowa
Robert L. DeMeulenaere 57 President 1994 President/Treasurer, Brenton Mortgages, Inc.
Des Moines, Iowa - August 1989 to July, 1994; CEO, Brenton Bank
and Trust Company of Cedar Rapids - August
1990 to January 1994; Senior Vice President
of the Parent Company - August 1990 to
January 1994
7
Company Position
Name and Address Age Position or Subsidiary Commenced Other Positions
________________ ___ ______________________ _________ _______________
Larry A. Mindrup 55 Chief Banking Officer - 1995 CEO, Brenton Savings Bank, FSB; Ames - April
Des Moines, Iowa President, Des Moines 1994 to March 1996; President, Brenton Bank,
N.A., Des Moines - May 1995 to September
1995; President, Brenton Savings Bank, FSB,
Ames - April 1994 to April 1995; President,
Trust Officer and Director, Brenton National
Bank - Poweshiek County - January 1991 to
March 1994
Phillip L. Risley 54 Chief Administrative 1995 Executive Vice President of the Parent
Des Moines, Iowa Officer/ Company - January 1992 to December 1995;
Cashier 1995 President and CEO, Brenton Bank, N.A.,
Des Moines - February 1990 to May 1995;
Vice President - Operations of the Parent
Company - May 1984 to January 1992;
Chairman of the Board, Brenton Bank
Services Corporation - May 1992 to
September 1995; Executive Vice President/
Treasurer, Brenton Information Systems,
Inc. - April 1990 to May 1992
Perry C. Atwood 42 Chief Sales Officer 1996
Des Moines, Iowa
Woodward G. Brenton 46 Chief Commercial 1995 President and CEO, Brenton First National
Des Moines, Iowa Banking Officer Bank - January 1992 to October 1995; Executive
Vice President, Brenton First National Bank,
Davenport - January 1991 to January 1992
Charles N. Funk 42 Chief Investment/ 1995 Vice President - Investments, Brenton Banks,
Des Moines, Iowa ALCO Officer Inc. - December 1991 to October 1995
Ronald D. Larson 48 Regional President 1995 President, Brenton Bank and Trust Company,
Cedar Rapids, Iowa Eastern Iowa Division Marshalltown - January 1991 to July 1993
President, Cedar Rapids 1993
Marc J. Meyer 43 Regional President 1996 Regional President, Agricultural Division,
Perry, Iowa Western Iowa Division Brenton Bank - October 1995 to September
President, Adel 1996 1996; President, Brenton National Bank of
Perry - January 1992 to October 1995
Steven T. Schuler 45 Chief Financial Officer/ 1990 Executive Vice President, Brenton Bank
Des Moines, Iowa Treasurer/Secretary 1986 Services Corporation - May 1992 to
September 1995
Norman D. Schuneman 54 Chief Credit Officer 1995 Senior Vice President - Lending of the
Des Moines, Iowa Parent Company - January 1990 to
December 1995; Executive Vice President,
Brenton Bank, N.A., Des Moines - July
1985 to October 1995
1988 to January 1990
Gary D. Ernst 53 President - Trust 1995 Vice President - Trust of the Parent
Des Moines, Iowa Division Company - June 1990 to December 1995
Mark J. Hoffschneider 45 President, Brenton 1996
Des Moines, Iowa Mortgages, Inc.
Elizabeth M. Piper/Bach 44 President, Brenton 1995
Des Moines, Iowa Investments, Inc.
<FN>
All of the foregoing individuals have been employed by the Company for the past five years, except for Perry C. Atwood, who was
Senior Vice President at Valley National Bank (merged with Bank One) in Phoenix, Arizona from January 1992 to April 1996; also
held positions of Director of Business Banking, Director of Sales and Regional Manager during that time period; Mark J.
Hoffschneider, who was Senior Vice President, Lending at Mercantile Bank, FSB in Davenport, Iowa from March 1991 to March 1996
and Elizabeth M. Piper/Bach, who was Vice President and Director of Investment Management Consulting and Training for John G.
Kinnard & Co. from 1993 to 1995 and Vice President and Director of the Investment Management Group of Dain Bosworth in
Minneapolis, Minnesota, prior to 1993.
8
(F) Employees.
On December 31, 1996, the Parent Company had 3 full-time employees and 3
part-time employees. On December 31, 1996, the Company had 602 full-time
employees and 177 part-time employees. None of the employees of the
Company are represented by unions. The relationship between management and
employees of the Company is considered good.
(G) Supervision and Regulation.
The Company is restricted by various regulatory bodies as to the types of
activities and businesses in which it may engage. References to the
provisions of certain statutes and regulations are only brief summaries
thereof and are qualified in their entirety by reference to those statutes
and regulations. The Parent Company cannot predict what other legislation
may be enacted or what regulations may be adopted, or, if enacted or
adopted, the effect thereof. Furthermore, certain regulatory and
legislative changes are discussed in Item 1, Section (B), Recent
Developments.
The Parent Company, as a bank holding company, is subject to regulation
under the Bank Holding Company Act of 1956 (the "Act") and is registered
with the Board of Governors of the Federal Reserve System. Under the Act,
the Parent Company is prohibited, with certain exceptions, from acquiring
direct or indirect ownership or control of more than 5 percent of the
voting shares of any company which is not a bank and from engaging in any
business other than that of banking, managing and controlling banks or
furnishing services to its affiliated banks. However, the Parent Company
may engage in and may own shares of companies engaged in certain businesses
found by the Board of Governors to be so closely related to banking "as to
be a proper incident thereto." The Act does not place territorial
restrictions on the activities of bank-related subsidiaries of bank holding
companies. The Parent Company is required by the Act to file periodic
reports of its operations with the Board of Governors and is subject to
examination by the Board of Governors. Under the Act and the regulations
of the Board of Governors, bank holding companies and their subsidiaries
are prohibited from engaging in certain tie-in arrangements in connection
with any extension of credit or provision of any property or services.
As a savings and loan holding company, Brenton Banks, Inc. is subject to
federal regulation and examination by the Office of Thrift Supervision (the
"OTS"). The OTS has enforcement authority over the Company which permits
the OTS to restrict or prohibit activities that are determined to be a
serious risk to the subsidiary savings institution. Generally, the
activities for a bank holding company are more limited than the authorized
activities for a savings and loan holding company.
The Parent Company, its affiliated banks and its bank-related subsidiaries
are affiliates within the meaning of the Federal Reserve Act and OTS
regulations. As affiliates, they are subject to certain restrictions on
loans by an affiliated bank to the Parent Company, other affiliated banks
or such other subsidiaries, on investments by an affiliated bank in their
stock or securities and on an affiliated bank taking such stock and
securities as collateral for loans to any borrower. The Company is also
subject to certain restrictions with respect to direct issuance, flotation,
underwriting, public sale or distribution of certain securities.
Brenton Bank is a state bank subject to the supervision of and regular
examination by the Iowa Superintendent of Banking and, because of its
membership in the Federal Deposit Insurance Corporation ("FDIC"), is
subject to examination by the FDIC. Brenton Bank is required to maintain
certain minimum capital ratios established by its primary regulator. The
provisions of the FDIC Act restrict the activities that insured state
chartered banks may engage in to those activities that are permissible for
national banks, except where the FDIC determines that the activity poses no
significant risk to the deposit insurance fund and the bank remains
adequately capitalized. Furthermore, the FDIC Act grants the
9
FDIC the power to take prompt regulatory action against certain
undercapitalized and seriously undercapitalized institutions in order to
preserve the deposit insurance fund.
The affiliated savings bank is subject to the supervision of and regular
examination by the OTS and FDIC. In addition to the fees charged by the
FDIC, the savings bank is assessed fees by the OTS based upon the savings
bank's total assets. As a savings institution, the savings bank is a
member of the Federal Home Loan Bank of Des Moines, it is required to
maintain certain minimum capital ratios established by the OTS and must
meet a qualified thrift lender test (the "QTL") to avoid certain
restrictions upon its operations. On December 31, 1996, Brenton Savings
Bank, FSB complied with the current minimum capital guidelines and met the
QTL test, which it has always met since the test was implemented.
During 1994, the "Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994" (the "Interstate Banking Act") was enacted. This law amends
certain provisions of the federal banking laws (including the Bank Holding
Company Act) to permit the acquisition of banks by banks or bank holding
companies domiciled outside of the home state of the acquired bank. The
law will become effective on June 1, 1997. The Interstate Banking Act
seeks to provide a uniform interstate banking law for all 50 states. The
provisions of the law allow states to impose certain "non-discriminatory"
conditions upon interstate mergers, including limits on the concentration
of deposits. According to Iowa's banking law, Iowa-based banks and bank
holding companies can acquire banks and bank holding companies located in
other states. Iowa law prohibits a bank holding company or bank controlled
by a bank holding company from acquiring additional Iowa based banks or
bank holding companies if the total deposits of such bank holding company
and its affiliates would exceed 10 percent of the total deposits of all
banks and thrifts in the state.
Generally, banks in Iowa are prohibited from operating offices in counties
other than the county in which the bank's principal office is located and
contiguous counties. However, certain banks located in the same or
different municipalities or urban complexes may consolidate or merge and
retain their existing banking locations by converting to a United Community
Bank. The resulting bank would adopt one principal place of business, and
would retain the remaining banking locations of the merged or consolidated
banks as offices. The Company relied upon the United Community Bank law
when it merged its 13 commercial banks into one state chartered bank in
1995. Generally, thrifts can operate offices in any county in Iowa and
may, under certain circumstances, acquire or branch into thrifts in other
states with the approval of the OTS.
(H) Governmental Monetary Policy and Economic Conditions.
The earnings of the Company are affected by the policies of regulatory
authorities, including the Federal Reserve System. Federal Reserve System
monetary policies have had a significant effect on the operating results of
commercial banks in the past and are expected to continue to do so in the
future. Because of changing conditions in the economy and in the money
markets, as a result of actions by monetary and fiscal authorities,
interest rates, credit availability and deposit levels may change due to
circumstances beyond the control of the Company. Future policies of the
Federal Reserve System and other authorities cannot be predicted, nor can
their effect on future earnings be predicted.
(I) Competition.
The banking business in Iowa is highly competitive and the affiliated banks
compete not only with banks and thrifts, but with sales, finance and
personal loan companies; credit unions; and other financial institutions
which are active in the areas in which the affiliated banks operate. In
addition, the affiliated banks compete for customer funds with other
investment alternatives available through investment brokers, insurance
companies, finance companies and other institutions.
10
The multi-bank holding companies which own banks in Iowa are in direct
competition with one another. Brenton Banks, Inc. is the largest multi-
bank holding company domiciled in Iowa. There are six other multi-bank
holding companies which operate banks in Iowa, but are domiciled in other
states. The Iowa deposits of these holding companies are of similar size
or greater when compared to Brenton Banks, Inc.
Certain of the subsidiary banks of these multi-bank holding companies may
compete with certain of the Parent Company's affiliated banks and any other
affiliated financial institutions which may be acquired by the Parent
Company. These multi-bank holding companies, other smaller bank holding
companies, chain banking systems and others may compete with the Parent
Company for the acquisition of additional banks.
The Company has also expanded into the investment brokerage business in the
last several years, placing brokers in many Brenton bank locations as well
as individual brokerage offices. The Brenton brokers compete with brokers
from regional and national investment brokerage firms.
11
Item 1(J) Business - Statistical Disclosure
The following statistical disclosures relative to the consolidated
operations of the Company have been prepared in accordance with Guide 3 of
the Guides for the Preparation and Filing of Reports and Registration
Statements under the Securities Exchange Act of 1934. Average balances were
primarily calculated on a daily basis.
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential
The following summarizes the average consolidated statement of
condition by major type of account, the interest earned and interest paid and
the average yields and average rates paid for each of the three years ending
December 31, 1996:
1996 1995 1994
______________________________ ______________________________ ______________________________
Interest Average Interest Average Interest Average
Average Income or Yields or Average Income or Yields or Average Income or Yields or
Balance Expense Rates Balance Expense Rates Balance Expense Rates
_________ __________ _________ __________ _________ _________ __________ _________ _________
(Dollars in thousands)
Assets:
Interest-earning assets
Loans (1,2) $ 919,578 $ 79,921 8.69% $ 945,724 $ 82,136 8.68% $ 936,370 $ 76,271 8.14%
Investment securities held to
maturity:
Taxable investments:
Securities of United States
government agencies 38,596 2,362 6.12 27,381 1,570 5.73 2,001 98 4.92
Mortgage-backed and related
securities 3,509 261 7.45 36,214 2,370 6.54 29,834 1,679 5.63
Other investments 4,166 255 6.12 2,364 130 5.49 3,959 85 2.15
Tax-exempt investments:
Obligations of states and
political subdivisions(2) 51,639 3,449 6.68 50,235 4,044 8.05 44,584 3,433 7.70
Investment securities available
for sale:
United States Treasury
securities 36,582 2,109 5.76 42,416 2,271 5.35 55,580 2,519 4.53
Securities of United States
government agencies 77,436 4,606 5.95 79,000 4,939 6.25 58,603 3,016 5.15
<FN>
(1) The average outstanding balance is net of unearned income and includes nonaccrual loans.
(2) Interest income and yields are stated on a tax-equivalent basis using a 34 percent federal income tax rate and are
adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt investments. The standard
federal income tax rate is used for consistency presentation.
12
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
1996 1995 1994
______________________________ ______________________________ ______________________________
Interest Average Interest Average Interest Average
Average Income or Yields or Average Income or Yields or Average Income or Yields or
Balance Expense Rates Balance Expense Rates Balance Expense Rates
_________ __________ _________ __________ _________ _________ __________ _________ _________
(Dollars in thousands)
Mortgage-backed and related
securities 207,029 12,780 6.17 113,834 6,658 5.85 124,591 6,864 5.51
Other investments 8,955 568 6.34 9,536 710 7.44 7,255 641 8.87
Tax-exempt investments:
Obligations of states and
political subdivisions (1) 85,471 6,097 7.13 100,859 6,763 6.71 132,040 8,412 6.37
Loans held for sale 7,983 676 8.47 5,908 396 6.70 2,575 193 7.50
Federal funds sold and
securities purchased under
agreements to resell 26,188 1,417 5.41 39,763 2,264 5.69 37,666 1,706 4.53
Interest-bearing deposits
with banks 1,393 68 4.87 1,076 67 6.20 124 8 6.65
_________ _______ ____ _________ _______ ____ _________ _______ ____
Total interest-earning assets(1) 1,468,525 $114,569 7.80% 1,454,310 $114,318 7.86% 1,435,182 $104,925 7.31%
Allowance for loan losses (11,440) (11,166) (10,502)
Cash and due from banks 65,439 57,138 46,301
Premises and equipment 31,728 31,436 24,545
Other assets 28,642 29,508 25,663
_________ _________ _________
Total assets $1,582,894 $1,561,226 $1,521,189
<FN>
(1) Interest income and yields are stated on a tax-equivalent basis using a 34 percent federal income tax
rate and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt
investments. The standard federal income tax rate is used for consistency of presentation.
13
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
1996 1995 1994
______________________________ ______________________________ ______________________________
Interest Average Interest Average Interest Average
Average Income or Yields or Average Income or Yields or Average Income or Yields or
Balance Expense Rates Balance Expense Rates Balance Expense Rates
_________ __________ _________ __________ _________ _________ __________ _________ _________
(Dollars in thousands)
Liabilities and stockholders'
equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand $ 376,259 $11,194 2.98% $ 355,819 $11,842 3.33% $ 250,520 $ 5,418 2.16%
Savings 241,250 6,134 2.54 231,633 6,638 2.87 294,715 6,878 2.33
Time 583,508 32,179 5.51 626,497 34,595 5.52 625,981 29,313 4.68
Federal funds purchased and
securities sold under
agreements to repurchase 59,276 2,470 4.17 40,237 1,641 4.08 61,656 2,082 3.38
Other short-term borrowings 17,294 1,015 5.87 6,536 371 5.67 4,860 264 5.42
Long-term borrowings 33,094 2,339 7.07 37,264 2,621 7.03 26,500 1,817 6.86
_________ ______ ____ _________ ______ ____ _________ ______ ____
Total interest-bearing
liabilities 1,310,681 $55,331 4.22% 1,297,986 $57,708 4.45% 1,264,232 $45,772 3.62%
Noninterest-bearing deposits 131,051 128,770 127,464
Accrued expenses and other
liabilities 17,521 14,896 13,254
_________ _________ _________
Total liabilities 1,459,253 1,441,652 1,404,950
Minority interest 4,471 4,391 4,290
Common stockholders' equity 119,170 115,183 111,949
_________ _________ _________
Total liabilities and
stockholders' equity $1,582,894 $1,561,226 $1,521,189
Net interest spread (1) 3.58% 3.41% 3.69%
Net interest income/margin (1) $59,238 4.03% $56,610 3.89% $59,153 4.12%
<FN>
(1) Interest income and yields are stated on a tax-equivalent basis using a 34 percent federal income tax rate and are
adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt investments. The standard
federal income tax rate is used for consistency of presentation.
14
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
The following shows the changes in interest earned and interest
paid due to changes in volume and changes in rate for each of the two years
ended December 31, 1996:
1996 vs. 1995 1995 vs. 1994
__________________________ __________________________
Variance Variance
due to due to
_______________ _______________
Variance Volume Rate Variance Volume Rate
________ ______ ____ ________ ______ ____
(In thousands) (In thousands)
Interest Income:
Loans (1,2) $ (2,215) (2,272) 57 $ 5,865 769 5,096
Investment securities held
to maturity:
Taxable investments:
Securities of United States government
agencies 792 680 112 1,472 1,452 20
Mortgage-backed and related
securities (2,109) (2,394) 285 691 392 299
Other investments 125 109 16 45 (45) 90
Tax-exempt investments:
Obligations of states and political
subdivisions (2) (595) 110 (705) 611 450 161
Investment securities available
for sale:
Taxable investments:
United States Treasury securities (162) (328) 166 (248) (658) 410
Securities of United States government
agencies (333) (96) (237) 1,923 1,189 734
Mortgage-backed and related securities 6,122 5,734 388 (206) (614) 408
Other investments (142) (42) (100) 69 180 (111)
Tax-exempt investments:
Obligations of states and political
subdivisions (2) (666) (1,078) 412 (1,649) (2,072) 423
Loans held for sale 280 160 120 203 225 (22)
Federal funds sold and securities purchased
under agreements to resell (847) (739) (108) 558 99 459
Interest-bearing deposits with banks 1 17 (16) 59 60 (1)
_______ _______ _______ _______ _______ _______
251 (139) 390 9,393 1,427 7,966
_______ _______ _______ _______ _______ _______
Interest Expense:
Interest-bearing deposits:
Demand (648) 655 (1,303) 6,424 2,815 3,609
Savings (504) 267 (771) (240) (1,634) 1,394
Time (2,416) (2,371) (45) 5,282 24 5,258
Federal funds purchased and securities sold
under agreements to repurchase 829 793 36 (441) (818) 377
Other short-term borrowings 644 631 13 107 95 12
Long-term borrowings (282) (295) 13 804 756 48
_______ _______ _______ _______ _______ _______
(2,377) (320) (2,057) 11,936 1,238 10,698
_______ _______ _______ _______ _______ _______
Net interest income (expense) $ 2,628 181 2,447 $ (2,543) 189 (2,732)
_______ _______ _______ _______ _______ _______
Note: The change in interest due to both rate and volume has been allocated
to change due to volume and rate in proportion to the relationship of
the absolute dollar amounts of the change in each.
<FN>
(1) Nonaccrual loans have been included in the analysis of volume and rate variances.
(2) Computed on tax-equivalent basis using a 34 percent federal income tax rate and adjusted to reflect the effect of
the nondeductible interest expense of owning tax-exempt investments.
15
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
Interest Rate Sensitivity Analysis
The following schedule shows the matching of interest sensitive
assets to interest sensitive liabilities by various maturity or repricing
periods as of December 31, 1996. As the schedule shows, the Company is
liability sensitive within the one-year time frame. Included in the three
months or less sensitivity category are all interest-bearing demand and
savings accounts. Although these deposits are contractually subject to
immediate repricing, management believes a large portion of these accounts
are not synchronized with overall market rate movements.
3 Months Over 3 Over 6 Total Over 1
or through 6 through 12 within through 5 Over
Less Months Months 1 Year Years 5 Years Total
---- ------ ------ ------ ----- ------- -----
(In thousands)
Interest-earning assets:
Loans (1)(3) $ 315,296 29,402 62,254 406,952 412,631 119,698 939,281
Investment securities:
Available for sale:
Taxable investments (3) 87,331 39,383 63,539 190,253 154,536 22,355 367,144
Tax-exempt investments 4,018 9,985 9,721 23,724 46,101 24,130 93,955
Held to maturity:
Taxable investments 1,869 10,237 2,147 14,253 6,264 55 20,572
Tax-exempt investments 3,475 4,512 8,779 16,766 27,722 7,695 52,183
________ ______ ______ _______ _______ _______ _______
Total investment securities 96,693 64,117 84,186 244,996 234,623 54,235 533,854
Loans held for sale 5,870 --- --- 5,870 --- --- 5,870
Federal funds sold and securities purchased under
agreements to resell 15,200 -- -- 15,200 -- -- 15,200
Interest-bearing deposits with banks 732 -- -- 732 -- -- 732
_________ _________ _________ _________ ________ _______ _________
Total interest-earning assets $ 433,791 93,519 146,440 673,750 647,254 173,933 1,494,937
_________ _________ _________ _________ ________ _______ _________
Interest-bearing liabilities:
Interest-bearing deposits:
Demand and savings deposits (2) $ 627,069 -- -- 627,069 -- -- 627,069
Time deposits 101,789 108,264 125,477 335,530 237,008 166 572,704
Federal funds purchased and securities sold under
agreements to repurchase 66,826 -- -- 66,826 -- -- 66,826
Other short-term borrowings 6,500 2,500 25,150 34,150 -- -- 34,150
Long-term borrowings -- -- 1,464 1,464 28,622 4,774 34,860
_________ _________ _________ _________ ________ _______ _________
Total interest-bearing liabilities $ 802,184 110,764 152,091 1,065,039 265,630 4,940 1,335,609
_________ _________ _________ _________ ________ _______ _________
Interest sensitivity GAP $ (368,393) (17,245) (5,651) (391,289) 381,624 168,993 159,328
_________ _________ _________ _________ ________ _______ _________
Interest sensitivity GAP ratio .54:1 .84:1 .96:1 .63:1 2.44:1 35.21:1 1.12:1
_________ _________ _________ _________ ________ _______ _________
Cumulative interest sensitivity GAP $ (368,393) (385,638) (391,289) (391,289) (9,665) 159,328 159,328
_________ _________ _________ _________ ________ _______ _________
Cumulative interest sensitivity GAP ratio .54:1 .58:1 .63:1 .63:1 .99:1 1.12:1 1.12:1
_________ _________ _________ _________ ________ _______ _________
<FN>
(1) Nonaccrual loans have been excluded from the interest rate sensitivity analysis.
(2) Interest-bearing demand and savings deposits are included in the 3 months or less sensitivity category.
(3) Assumed repayments on mortgage-related loans and investments are based upon projected prepayment speeds
which are determined by considering Wall Street estimates.
16
Item 1(J) Business - Statistical Disclosure, Continued
II. Investment Portfolio
The carrying value of investment securities at December 31 for each
of the past three years follows:
December 31,
______________________________
1996 1995 1994
____ ____ ____
(In thousands)
Investment securities available for sale
(market value):
Taxable investments:
United States Treasury securities $ 41,351 27,775 50,641
Securities of United States government agencies 98,153 72,822 66,037
Mortgage-backed and related securities 219,447 191,028 104,121
Other investments 8,193 9,071 10,812
Tax-exempt investments:
Obligations of states and political subdivisions 93,955 95,674 117,598
_______ _______ _______
461,099 396,370 349,209
_______ _______ _______
Investment securities held to maturity
(amortized cost):
Taxable investments:
Securities of United States government agencies 15,065 48,595 9,444
Mortgage-backed and related securities 3,041 3,653 35,282
Other investments 2,466 6,145 3,087
Tax-exempt investments:
Obligations of states and political subdivisions 52,183 49,689 46,671
_______ _______ _______
72,755 108,082 94,484
_______ _______ _______
Total investment securities $533,854 504,452 443,693
_______ _______ _______
17
Item 1(J) Business - Statistical Disclosure, Continued
II. Investment Portfolio
The following table shows the maturity distribution and weighted
average yields of investment securities at December 31, 1996:
Investments by Maturity and Yields at December 31, 1996
____________________________________________________________________________
After One After Five
Within but through but through After
One Year Five Years Ten Years Ten Years
_______________ _______________ _______________ _______________
Amount Yield Amount Yield Amount Yield Amount Yield
______ _____ ______ _____ ______ _____ ______ _____
(Dollars in thousands)
Investment securities
available for sale:
Taxable investments:
United States Treasury
securities $ 15,489 5.65% $ 25,862 5.91% $ -- --% $ -- --%
Securities of United States
government agencies 28,285 5.66 51,368 6.08 18,500 6.48 -- --
Mortgage-backed and
related securities 64,409 6.17 101,973 6.28 47,467 6.52 5,598 6.44
Other investments 5,901 6.56 2,292 6.02 -- -- -- --
Tax-exempt investments:
Obligations of states and
political subdivisions 16,226 4.27 48,201 5.01 7,749 5.11 21,779 5.55
_______ ____ _______ ____ ______ ____ ______ ____
130,310 5.78 229,696 5.93 73,716 6.36 27,377 5.73
_______ ____ _______ ____ ______ ____ ______ ____
Investment securities held
to maturity:
Taxable investments:
Securities of United States
government agencies 4,926 5.51 -- -- 10,139 6.13 -- --
Mortgage-backed and
related securities 783 7.33 1,338 7.33 920 7.36 -- --
Other investments 1,260 6.34 1,152 5.80 54 7.87 -- --
Tax-exempt investments:
Obligations of states and
political subdivisions 15,275 4.29 26,116 4.58 4,194 5.30 6,598 5.88
_______ ____ _______ ____ ______ ____ ______ ____
22,244 4.79 28,606 4.76 15,307 5.98 6,598 5.88
_______ ____ _______ ____ ______ ____ ______ ____
Total investment securities $152,554 5.63% $258,302 5.80% $89,023 6.29% $33,975 5.76%
_______ ____ _______ ____ ______ ____ ______ ____
NOTE: The weighted average yields are calculated on the basis of the cost
and effective yields for each scheduled maturity group. The weighted average
yields for tax-exempt obligations have been adjusted to a fully-taxable
basis, assuming a 34 percent federal income tax rate and are adjusted to
reflect the effect of the nondeductible interest expense of owning tax-exempt
investments.
As of December 31, 1996, the Company did not have securities from a single
issuer, other than the United States Government or its agencies, which
exceeded 10 percent of consolidated common stockholders' equity.
Maturities of all investment securities are managed to meet the Company's
normal liquidity needs. Investment securities available for sale may be sold
prior to maturity to meet liquidity needs, to respond to market changes or to
adjust the Company's asset/liability position.
18
Item 1(J) Business - Statistical Disclosure, Continued
III. Loan Portfolio
The following table shows the amount of loans outstanding by type
as of December 31 for each of the past five years:
December 31
____________________________________________________
1996 1995 1994 1993 1992
____ ____ ____ ____ ____
(In thousands)
1. Real estate loans:
a. Commercial construction and land development $ 42,693 38,123 26,549 24,189 25,180
b. Secured by 1-4 family residential property 338,010 319,430 389,713 349,810 324,124
c. Other 150,395 163,739 143,960 129,574 101,418
2. Loans to financial institutions (primarily bankers'
acceptances) -- -- -- -- 393
3. Loans to farmers 69,660 68,543 71,853 66,574 62,471
4. Commercial and industrial loans 132,395 119,368 115,280 90,521 75,062
5. Loans to individuals for personal expenditures,
net of unearned income 207,193 199,489 221,627 214,401 163,876
6. All other loans 1,598 1,501 1,232 812 930
_______ _______ _______ _______ _______
$941,944 910,193 970,214 875,881 753,454
_______ _______ _______ _______ _______
19
Item 1(J) Business - Statistical Disclosure, Continued
III. Loan Portfolio, Continued
The following table shows the maturity distribution of loans as of
December 31, 1996 (excluding real estate loans secured by 1-4 family
residential property and loans to individuals for personal expenditures):
Loans by Maturity at December 31, 1996
________________________________________
After One
Year
Within through After Five
One Year Five Years Years Total
________ __________ _____ _____
(In thousands)
1. Real estate loans:
a. Commercial construction and land development $ 32,941 7,789 1,963 42,693
b. Other 41,290 56,629 52,476 150,395
2. Loans to financial institutions -- -- -- --
3. Loans to farmers 44,606 21,645 3,409 69,660
4. Commercial and industrial loans 83,338 38,981 10,076 132,395
5. All other loans 813 601 184 1,598
_______ _______ ______ _______
$202,988 125,645 68,108 396,741
_______ _______ ______ _______
The above loans due after one year which have predetermined and
floating interest rates follow:
Predetermined interest rates $ 55,316
_______
Floating interest rates $138,437
_______
20
Item 1(J) Business - Statistical Disclosure, Continued
III. Loan Portfolio, Continued
The following schedule shows the dollar amount of loans at December
31 for each of the past five years which were either accounted for on a
nonaccrual basis, had been restructured to below market terms to provide a
reduction or deferral of interest or principal, or were 90 days or more past
due as to interest or principal. Each particular loan has been included in
only the most appropriate category.
1996 1995 1994 1993 1992
____ ____ ____ ____ ____
(In thousands)
Nonaccrual $2,663 2,639 3,784 1,605 1,884
Restructured 568 178 298 323 448
Past due 90 days or more 2,936 2,802 940 2,085 2,261
_____ _____ _____ _____ _____
Nonperforming loans $6,167 5,619 5,022 4,013 4,593
_____ _____ _____ _____ _____
Interest income recorded during 1996 on nonaccrual and restructured
loans amounted to $174,000. The amount of interest income which would have
been recorded during 1996, if nonaccrual and restructured loans had been
current in accordance with the original terms, was $363,000.
The amounts scheduled above include the entire balance of any
particular loan. Much of the scheduled amount is adequately collateralized,
and thus does not represent the amount of anticipated charge-offs in the
future. The loans scheduled are representative of the entire customer base
of the Company and, therefore, are not concentrated in a specific industry or
geographic area other than the loans to farmers in Iowa. Overdrafts are
loans for which interest does not normally accrue. Since overdrafts are
generally low volume, they were not included in the above schedule, unless
there was serious doubt concerning collection.
The accrual of interest income is stopped when the ultimate
collection of a loan becomes doubtful. A loan is placed on nonaccrual status
when it becomes 90 days past due, unless it is both well secured and in the
process of collection. Once determined uncollectible, previously accrued
interest is charged to the allowance for loan losses.
In addition to the loans scheduled above, management has identified
other loans which, due to a change in economic circumstances or a
deterioration in the financial position of the borrower, present serious
concern as to the ability of the borrower to comply with present repayment
terms. Additionally, management considers the identification of loans
classified for regulatory or internal purposes as loss, doubtful, substandard
or special mention. This serious concern may eventually result in certain of
these loans being classified in one of the above-scheduled categories. At
December 31, 1996, these loans amounted to approximately $1 million.
As of December 31, 1996, management is unaware of any other
material interest-earning assets which have been placed on a nonaccrual
basis, have been restructured, or are 90 days or more past due. The amount
of other real estate owned, which has been received in lieu of loan
repayment, amounted to $488,000 and $869,000 at December 31, 1996, and 1995,
respectively.
21
Item 1(J) Business - Statistical Disclosure, Continued
IV. Summary of Loan Loss Experience
The following is an analysis of the allowance for loan losses for
years ended December 31, for each of the past five years:
Year Ended December 31
_______________________________________________
1996 1995 1994 1993 1992
____ ____ ____ ____ ____
(In thousands)
Total loans at the end of the year $941,944 910,193 970,214 875,881 753,454
Average loans outstanding 919,578 945,724 936,370 802,088 736,646
_______ _______ _______ _______ _______
Allowance for loan losses -
beginning of the year $ 11,070 10,913 9,818 9,006 8,548
_______ _______ _______ _______ _______
Amount of charge-offs during year:
Real estate loans 479 41 83 109 276
Loans to financial institutions -- -- -- -- --
Loans to farmers 365 36 31 68 45
Commercial and industrial loans 594 340 337 54 252
Loans to individuals for personal expenditures 2,623 2,960 1,943 1,230 1,304
All other loans -- -- 48 70 67
_______ _______ _______ _______ _______
Total charge-offs 4,061 3,377 2,442 1,531 1,944
_______ _______ _______ _______ _______
Amount of recoveries during year:
Real estate loans 68 66 101 101 32
Loans to financial institutions -- -- -- -- --
Loans to farmers 138 50 146 81 179
Commercial and industrial loans 95 400 334 248 125
Loans to individuals for personal expenditures 1,118 1,153 947 641 635
All other loans -- -- 21 20 20
_______ _______ _______ _______ _______
Total recoveries 1,419 1,669 1,549 1,091 991
_______ _______ _______ _______ _______
Net loans charged-off during year 2,642 1,708 893 440 953
_______ _______ _______ _______ _______
Additions to allowance charged to operating expense 2,900 1,865 1,988 1,252 1,411
_______ _______ _______ _______ _______
Allowance for loan losses - end of the year $ 11,328 11,070 10,913 9,818 9,006
_______ _______ _______ _______ _______
Ratio of allowance to loans outstanding at end of year 1.20% 1.22 1.12 1.12 1.20
____ ____ ____ ____ ____
Ratio of net charge-offs to average loans outstanding .29% .18 .10 .05 .13
___ ___ ___ ___ ___
NOTE: The provision for loan losses charged to operating expenses is based
upon management's evaluation of the loan portfolio, past loan loss experience
and the level of the allowance for loan losses necessary to support
management's evaluation of potential losses in the loan portfolio.
Management's evaluation of the allowance for loan losses is based upon
several factors including economic conditions, historical loss and collection
experience, risk characteristics of the loan portfolio, underlying collateral
values, industry risk and credit concentrations.
22
Item 1(J) Business - Statistical Disclosure, Continued
IV. Summary of Loan Loss Experience, Continued
In the following summary, the Company has allocated the allowance
for loan losses according to the amount deemed to be reasonably necessary to
provide for losses within each category of loans. The amount of the
allowance applicable to each category and the percentage of loans in each
category to total loans follows:
Year Ended December 31
__________________________________________________________________________________________
1996 1995 1994 1993 1992
Allowance Percent Allowance Percent Allowance Percent Allowance Percent Allowance Percent
for of Loans for of Loans for of Loans for of Loans for of Loans
Loan to Total Loan to Total Loan to Total Loan to Total Loan to Total
Losses Loans Losses Loans Losses Loans Losses Loans Losses Loans
______ _____ ______ _____ ______ _____ ______ _____ _____ _____
(Dollars in thousands)
Real estate loans $ 2,200 56.4% $ 2,400 57.3% $2,600 57.7% $2,400 57.5% $2,200 59.8%
Loans to financial institutions -- -- -- -- -- -- -- -- -- .1
Loans to farmers 1,000 7.4 1,300 7.5 1,400 7.4 1,600 7.6 1,200 8.3
Commercial and industrial loans 3,200 14.0 2,900 13.1 2,800 11.9 2,700 10.3 2,700 10.0
Loans to individuals for personal
expenditures 4,928 22.0 4,470 21.9 4,113 22.8 3,118 24.5 2,906 21.3
All other loans -- .2 -- .2 -- .2 -- .1 -- .5
______ _____ ______ _____ _____ _____ _____ _____ _____ _____
$11,328 100.0% $11,070 100.0% $10,913 100.0% $9,818 100.0% $9,006 100.0%
______ _____ ______ _____ _____ _____ _____ _____ _____ _____
23
Item 1(J) Business - Statistical Disclosure, Continued
V. Deposits
A classification of the Company's average deposits and average
rates paid for the years indicated follows:
Year Ended December 31
__________________________________________
1996 1995 1994
____________ ____________ ____________
Amount Rate Amount Rate Amount Rate
______ ____ ______ ____ ______ ____
(Dollars in thousands)
Noninterest-bearing deposits $ 131,051 --% $ 128,770 --% $ 127,464 --%
Interest-bearing deposits:
Demand 376,259 2.98 355,819 3.33 250,520 2.16
Savings 241,250 2.54 231,633 2.87 294,715 2.33
Time 583,508 5.51 626,497 5.52 625,981 4.68
_________ ____ _________ ____ _________ ____
$1,332,068 $1,342,719 $1,298,680
_________ _________ _________
The following sets forth the maturity distribution of all time
deposits of $100,000 or more as of December 31, 1996:
Large Time Deposits
by Maturity at
Maturity Remaining December 31, 1996
__________________ ___________________
(In thousands)
Less than 3 months $23,750
Over 3 through 6 months 20,927
Over 6 through 12 months 12,259
Over 12 months 25,075
______
$82,011
______
VI. Return on Equity and Assets
Various operating and equity ratios for the years indicated are
presented below:
Year Ended December 31,
________________________
1996 1995 1994
____ ____ ____
Return on average total assets:
Net income before deduction of minority interest .92% .71% .70%
Return on average equity 11.76 9.04 9.03
Common dividend payout ratio 26.86 33.58 34.65
Average equity to average assets 7.53 7.38 7.36
Equity to assets ratio 7.41 7.47 7.28
Tier 1 leverage capital ratio 7.62 7.45 7.23
Primary capital ratio 8.33 8.40 8.18
____ ____ ____
24
Item 1(J) Business - Statistical Disclosure, Continued
VII. Short-Term Borrowings
Information relative to federal funds purchased and securities sold
under agreements to repurchase follows:
1996 1995 1994
____ ____ ____
(Dollars in thousands)
Amount outstanding at December 31 $66,826 41,107 70,704
Weighted average interest rate at
December 31 3.74% 4.14 4.73
Maximum amount outstanding at any
quarter-end $73,359 41,107 70,704
Average amount outstanding during
the year $59,276 40,237 61,656
Weighted average interest rate during
the year 4.17% 4.08 3.38
____ ____ ____
Information relative to other short-term borrowings, which consist
primarily of Federal Home Loan Bank borrowings, follows:
1996 1995 1994
____ ____ ____
(Dollars in thousands)
Amount outstanding at December 31 $34,150 2,500 12,000
Weighted average interest rate at
December 31 5.97% 4.68 5.40
Maximum amount outstanding at any
quarter-end $34,150 7,000 12,000
Average amount outstanding during
the year $17,294 6,536 4,860
Weighted average interest rate during
the year 5.87% 5.67 5.42
____ ____ ____
25
Item 2. Properties.
At December 31, 1996, the affiliated banks and subsidiaries had 45 service
locations with approximately 305,000 square feet, all located in Iowa. Of
these locations, 30 were owned by the Company - approximately 222,000
square feet; 3 were owned buildings on leased land - approximately 30,000
square feet and 12 were operated under lease contracts with unaffiliated
parties - approximately 53,000 square feet.
The Company leases certain real estate and equipment under long-term and
short-term leases. The Company owns certain real estate which is leased to
unrelated persons.
Item 3. Legal Proceedings.
The Company (Brenton Banks, Inc. and its subsidiaries) is involved in
various claims and legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company's financial
position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The information appearing on pages 23 and 30 of the Corporation's Appendix
to the Proxy Statement, filed as Exhibit 13 hereto, is incorporated herein
by reference.
There were approximately 1,546 holders of record of the Parent Company's $5
common stock as of March 10, 1997. The closing bid price of the Parent
Company's common stock was $27.75 on March 10, 1997.
The Parent Company increased dividends to common shareholders in 1996 to
$.454 per share, a 11.0 percent increase over $.409 for 1995. Dividend
declarations are evaluated and determined by the Board of Directors on a
quarterly basis. In January 1997, the Board of Directors declared a
dividend of $.13 per common share. There are currently no restrictions on
the Parent Company's present or future ability to pay dividends.
Item 6. Selected Financial Data.
The information appearing on page 11 of the Company's Appendix to the Proxy
Statement, filed as Exhibit 13 hereto, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information appearing on pages 3 through 9 of the Company's Appendix to
the Proxy Statement, filed as Exhibit 13 hereto, is incorporated herein by
reference.
26
Item 8. Financial Statements and Supplementary Data.
The information appearing on pages 12 through 29 of the Company's Appendix
to the Proxy Statement, filed as Exhibit 13 hereto, is incorporated herein
by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Within the twenty-four months prior to the date of the most recent
financial statements, there has been no change of accountants of the
Company.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ending December 31, 1996, is incorporated herein by reference. See also
Item 1(E) of this Form 10-K captioned "Executive Officers of the
Registrant."
Item 11. Executive Compensation.
The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ended December 31, 1996, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ending December 31, 1996, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ending December 31, 1996, is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
The following exhibits and financial statement schedules are filed
as part of this report:
(a) 1. Financial Statements: See the financial statements on
pages 12 through 29 of the Company's Appendix to the
Proxy Statement, filed as Exhibit 13 hereto, which are
incorporated by reference herein.
2. Financial Statement Schedules: See Exhibits 11 and 12,
for computation of earnings per share and ratios.
27
3. Exhibits (not covered by independent auditors' report).
Exhibit 3
The Articles of Incorporation, as amended, and Bylaws,
as amended, of Brenton Banks, Inc. These Articles of
Incorporation and Bylaws are incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1993.
Exhibit 10.1
Summary of the Company's Bonus Plans under which
some of the executive officers of the Company
and certain other personnel of the subsidiaries
are eligible to receive a bonus each year.
Exhibit 10.2
1996 Stock Option Plan, Administrative Rules
and Agreement under which officers of the Company
are eligible to receive options to purchase
an aggregate of 550,000 shares of the Company's $5 par
value common stock. This 1996 Stock Option Plan,
Administrative Rules and Agreement is incorporated by
reference from Form 10-Q of Brenton Banks, Inc. for
the quarter ended September 30, 1996.
Exhibit 10.3
Directors' Incentive Plan. This Directors' Incentive
Plan is incorporated by reference from Form 10-Q of
Brenton Banks, Inc. for the quarter ended
September 30, 1995.
Exhibit 10.4
Employment Agreement, dated July 6, 1989, between
William H. Brenton and Brenton Banks, Inc.
This Employment Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1994.
Exhibit 10.5
Non-Qualified Stock Option Plan, Administrative
Rules and Agreement under which officers of
the Company are eligible to receive options
to purchase an aggregate of 330,000 shares of
the Company's $5 par value common stock. This
Non-Qualified Stock Option Plan, Administrative
Rules and Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1992.
28
Exhibit 10.6
Long-Term Stock Compensation Plan, Agreements
and related documents, effective for 1994, under
which certain of the Company's senior officers
and bank presidents are eligible to receive shares
of Brenton Banks, Inc. stock based upon their
service to the Company and Company performance.
This Long-Term Stock Compensation Plan, Agreements
and related documents are incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1994.
Exhibit 10.7
Long-Term Stock Compensation Plan, Agreements
and related documents, effective for 1993, under
which certain of the Company's senior officers
and bank presidents are eligible to receive shares of
Brenton Banks, Inc. stock based upon their service
to the Company and Company performance. This
Long-Term Stock Compensation Plan, Agreements
and related documents are incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1993.
Exhibit 10.8
Long-Term Stock Compensation Plan, Agreements
and related documents, effective for 1995, under
which certain of the Company's senior officers
and bank presidents are eligible to receive shares
of Brenton Banks, Inc. stock based upon their
service to the Company and Company performance.
This Long-Term Stock Compensation Plan, Agreements
and related documents are incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1995.
Exhibit 10.9
Standard Agreement for Advances, Pledge and Security
Agreement between Brenton Banks and the Federal Home
Loan Bank of Des Moines. This Standard Agreement
for Advances, Pledge and Security Agreement
is incorporated by reference from Form 10-K of
Brenton Banks, Inc. for the year ended December 31,
1993.
Exhibit 10.10
Short-term note with American National Bank & Trust
Company of Chicago as of April 30, 1996, setting
forth the terms of the Parent Company's
$2,000,000 short-term debt agreement.
Exhibit 10.11
Data Processing Agreement dated December 1, 1991
by and between ALLTEL Financial Information
Services, Inc., (formerly Systematics, Inc.)
and Brenton Bank (formerly Brenton
Information Systems, Inc.).
29
Exhibit 10.12
Correspondent Services Agreement dated
November 13, 1996 between Brenton Bank and the
Federal Home Loan Bank of Des Moines.
Exhibit 10.13
Adoption Agreement #003 - Nonstandardized Code
Section 401(k) Profit Sharing Plan, effective
November 14, 1996.
Exhibit 10.14
Indenture Agreement with respect to Capital
Notes dated April 12, 1993. This Indenture
Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1993.
Exhibit 10.15
Indenture Agreement with respect to Capital
Notes dated April 14, 1992. This Indenture
Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1992.
Exhibit 10.16
Indenture Agreement with respect to Capital
Notes dated March 27, 1991.
Exhibit 10.17
Indenture Agreement with respect to Capital
Notes dated August 5, 1991.
Exhibit 10.18
Indenture Agreement with respect to Capital
Notes dated April 8, 1994. This Indenture
Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1994.
Exhibit 10.19
Indenture Agreement with respect to Capital
Notes dated April 10, 1995. This Indenture
Agreement is incorporated by reference from Form
10-K of Brenton Banks, Inc. for the year
ended December 31, 1995.
Exhibit 10.20
Indenture Agreement with respect to Capital
Notes dated April 10, 1996.
30
Exhibit 10.21
Split Dollar Insurance Agreement between the
Company, William H. Brenton Crummy Trust and
William H. Brenton Crummy Trust II, dated November
23, 1994. This Split Dollar Insurance Agreement
is incorporated by reference from Form 10-K of
Brenton Banks, Inc. for the year ended December
31, 1994.
Exhibit 10.22
Split Dollar Insurance Agreement between the
Company and Brenton Life Insurance Trust for
the benefit of C. Robert Brenton, dated August
12, 1994. This Split Dollar Insurance Agreement
is incorporated by reference from Form 10-K of
Brenton Banks, Inc. for the year ended December
31, 1994.
Exhibit 10.23
Split Dollar Insurance Agreement between the
Company and Brenton Life Insurance Trust
for the benefit of Junius C. Brenton, dated
January 12, 1997.
Exhibit 10.24
Agreement between Robert L. DeMeulenaere and
the Company regarding the change in
control arrangements, dated December 31, 1994.
This Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1994.
Exhibit 10.25
Agreement between Larry A. Mindrup and the
Company regarding the change in control
arrangements, dated December 31, 1994. This
Agreement is incorporated by reference from Form
10-K of Brenton Banks, Inc. for the year
ended December 31, 1994.
Exhibit 10.26
Agreement between Norman D. Schuneman and the
Company regarding the change in control arrangements,
dated December 31, 1994. This Agreement
is incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1995.
Exhibit 10.27
Twelfth Amendment to Data Processing Agreement
dated July 1, 1995, by and between ALLTEL Financial
Information Services, Inc. (formerly Systematics, Inc.
and Systematics Financial Services, Inc.) and Brenton
Banks Services Corp. (formerly Brenton Information
Systems, Inc.). This Twelfth Amendment to Data
Processing Agreement is incorporated by reference from
Form 10-Q of Brenton Banks, Inc. for the quarter ended
September 30, 1995.
31
Exhibit 10.28
Thirteenth Amendment to Data Processing
Agreement dated December 1, 1995, by and
between ALLTEL Financial Information Services,
Inc. (formerly Systematics Financial Services,
Inc.) and Brenton Bank (formerly Brenton
Banks Services Corp.). This Thirteenth Amendment
to Data Processing Agreement is incorporated
by reference from Form 10-K of Brenton Banks, Inc.
for the year ended December 31, 1995.
Exhibit 11
Statement of computation of earnings per share.
Exhibit 12
Statement of computation of ratios.
Exhibit 13
The Appendix to the Proxy Statement for Brenton Banks,
Inc., for the 1996 calendar year.
Exhibit 21
Subsidiaries.
Exhibit 23
Consent of KPMG Peat Marwick LLP to the incorporation
of their report dated February 7, 1997, relating to
certain consolidated financial statements of Brenton
Banks, Inc. into the Registration Statement on Form S-8
of Brenton Banks, Inc.
Exhibit 27
Financial Data Schedule (filed only with Electronic
Transmission).
The Parent Company will furnish to any shareholder upon request a
copy of any exhibit upon payment of a fee of $.50 per page. Requests for
copies of exhibits should be directed to Steven T. Schuler, Chief Financial
Officer/Treasurer/Secretary, at Brenton Banks, Inc., P.O. Box 961,
Des Moines, Iowa 50304-0961.
(b) Reports on Form 8-K: No reports on Form 8-K were required
to be filed during the last quarter of 1996.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
BRENTON BANKS, INC.
By /s/ C. Robert Brenton
Chairman of the Board of Directors
C. ROBERT BRENTON
Date: March 13, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By /s/ C. Robert Brenton
Chairman of the Board and Director
C. ROBERT BRENTON
Principal Executive Officer
Date: March 13, 1997
By /s/ Robert L. DeMeulenaere
President and Director
ROBERT L. DEMEULENAERE
Principal Executive Officer
Date: March 13, 1997
33
By /s/ Steven T. Schuler
Chief Financial Officer/Treasurer/Secretary
STEVEN T. SCHULER
Chief Financial Officer
Chief Accounting Officer
Date: March 13, 1997
BOARD OF DIRECTORS
By /s/ William H. Brenton
WILLIAM H. BRENTON
Date: March 13, 1997
By /s/ Junius C. Brenton
JUNIUS C. BRENTON
Date: March 13, 1997
By /s/ R. Dean Duben
R. DEAN DUBEN
Date: March 13, 1997
By /s/ Hubert G. Ferguson
HUBERT G. FERGUSON
Date: March 13, 1997
By /s/ Gary M. Christensen
GARY M. CHRISTENSEN
Date: March 13, 1997
34
EXHIBIT INDEX
Exhibits Page
Exhibit 3
The Articles of Incorporation, as amended, and Bylaws,
as amended, of Brenton Banks, Inc. These Articles of
Incorporation and Bylaws are incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1993. . . . . . . . . . . . . . . . . . 40
Exhibit 10.1
Summary of the Company's Bonus Plans under which some
of the executive officers of the Company and certain
other personnel of the subsidiaries are eligible to
receive a bonus each year. . . . . . . . . . . . . . . . 41
Exhibit 10.2
1996 Stock Option Plan, Administrative Rules and
Agreement under which officers of the Company are
eligible to receive options to purchase an aggregate
of 550,000 shares of the Company's $5 par value common
stock. This 1996 Stock Option Plan, Administrative
Rules and Agreement is incorporated by reference from
Form 10-Q of Brenton Banks, Inc. for the quarter ended
September 30, 1996. . . . . . . . . . . . . . . . . . . . 43
Exhibit 10.3
Directors' Incentive Plan. This Directors' Incentive
Plan is incorporated by reference from Form 10-Q of
Brenton Banks, Inc. for the quarter ended September 30,
1995.. . . . . . . . . . . . . . . . . . . . . . . . . . 44
Exhibit 10.4
Employment Agreement, dated July 6, 1989, between William
H. Brenton and Brenton Banks, Inc. This Employment
Agreement is incorporated by reference from Form 10-K of
Brenton Banks, Inc. for the year ended December 31,
1994.. . . . . . . . . . . . . . . . . . . . . . . . . . 45
Exhibit 10.5
Non-Qualified Stock Option Plan, Administrative Rules
and Agreement under which officers of the Company are
eligible to receive options to purchase an aggregate of
330,000 shares of the Company's $5 par value common
stock. This Non-Qualified Stock Option Plan,
Administrative Rules and Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1992. . . . . . . . . . . . . . . 46
35
Exhibit 10.6
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1994, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton Banks,
Inc. stock based upon their service to the Company and
Company performance. This Long-Term Stock Compensation
Plan, Agreements and related documents are incorporated
by reference from Form 10-K of Brenton Banks, Inc. for
the year ended December 31, 1994.. . . . . . . . . . . . 47
Exhibit 10.7
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1993, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton Banks,
Inc. stock based upon their service to the Company and
Company performance. This Long-Term Stock Compensation
Plan, Agreements and related documents are incorporated
by reference from Form 10-K of Brenton Banks, Inc. for
the year ended December 31, 1993. . . . . . . . . . . .. 48
Exhibit 10.8
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1995, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. This Long-Term Stock Compensation Plan,
Agreements and related documents are incorporated by
reference from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1995.. . . . . . . . . . . . . . . 49
Exhibit 10.9
Standard Agreement for Advances, Pledge and Security
Agreement between Brenton Banks and the Federal Home Loan
Bank of Des Moines. This Standard Agreement for Advances,
Pledge and Security Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1993.. . . . . . . . . . . . . . . . . . . . 50
Exhibit 10.10
Short-term note with American National Bank & Trust
Company of Chicago as of April 30, 1996, setting forth
the terms of the Parent Company's $2,000,000 short-term
debt agreement. . . . . . . . . . . . . . . . . . . . .. 51
Exhibit 10.11
Data Processing Agreement dated December 1, 1991 by and
between ALLTEL Financial Information Services, Inc.,
(formerly Systematics, Inc.) and Brenton Bank (formerly
Brenton Insurance Systems, Inc.). . . . . . . . . . . . . 55
Exhibit 10.12
Correspondent Services Agreement dated November 13, 1996
between Brenton Bank and the Federal Home Loan Bank of
Des Moines. . . . . . . . . . . . . . . . . . . . . . . . 124
36
Exhibit 10.13
Adoption Agreement #003 - Nonstandardized Code Section
401(k) Profit Sharing Plan, effective November 14, 1996. .142
Exhibit 10.14
Indenture Agreement with respect to Capital Notes dated
April 12, 1993. This Indenture Agreement is incorporated
by reference from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1993. . . . . . . . . . . . . . . 183
Exhibit 10.15
Indenture Agreement with respect to Capital Notes dated
April 14, 1992. This Indenture Agreement is incorporated
by reference from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1992. . . . . . . . . . . . . . . 184
Exhibit 10.16
Indenture Agreement with respect to Capital Notes dated
March 27, 1991. . . . . . . . . . . . . . . . . . . . . ..185
Exhibit 10.17
Indenture Agreement with respect to Capital Notes
dated August 5, 1991. . . . . . . . . . . . . . . . . . . 204
Exhibit 10.18
Indenture Agreement with respect to Capital Notes
dated April 8, 1994. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1994.. . . .. 219
Exhibit 10.19
Indenture Agreement with respect to Capital Notes
dated April 10, 1995. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1995.. . . . 220
Exhibit 10.20
Indenture Agreement with respect to Capital Notes
dated April 10, 1996.. . . . . . . . . . . . . . . . . . 221
Exhibit 10.21
Split Dollar Insurance Agreement between the Company,
William H. Brenton Crummy Trust and William H. Brenton
Crummy Trust II, dated November 23, 1994. This Split
Dollar Insurance Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1994.. . . . . . . . . . . . . . . . . . . . 223
37
Exhibit 10.22
Split Dollar Insurance Agreement between the Company and
Brenton Life Insurance Trust for the benefit of C.
Robert Brenton, dated August 12, 1994. This Split
Dollar Insurance Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1994. . . . . . . . . . . . . . . . . . . . 224
Exhibit 10.23
Split Dollar Insurance Agreement between the Company
and Brenton Life Insurance Trust for the benefit of
Junius C. Brenton, dated January 12, 1997.. . . . . . . . 225
Exhibit 10.24
Agreement between Robert L. DeMeulenaere and the
Company regarding the change in control arrangements,
dated December 31, 1994. This Agreement is incorporated
by reference from Form 10-K of Brenton Banks, Inc. for
the year ended December 31, 1994. . . . . . . . . . . . . 237
Exhibit 10.25
Agreement between Larry A. Mindrup and the Company
regarding the change in control arrangements, dated
December 31, 1994. This Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1994. . . . . . . . . . . . . . . 238
Exhibit 10.26
Agreement between Norman D. Schuneman and the Company
regarding the change in control arrangements, dated
December 31, 1994. This Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc. for the
year ended December 31, 1995. . . . . . . . . . . . . . . 239
Exhibit 10.27
Twelfth Amendment to Data Processing Agreement dated
July 1, 1995, by and between ALLTEL Financial Information
Services, Inc. (formerly Systematics, Inc. and Systematics
Financial Services, Inc.) and Brenton Banks Services Corp.
(formerly Brenton Information Systems, Inc.). This Twelfth
Amendment to Data Processing Agreement is incorporated by
reference from Form 10-Q of Brenton Banks, Inc. for
the quarter ended September 30, 1995. . . . . . . . . . . . 240
Exhibit 10.28
Thirteenth Amendment to Data Processing Agreement dated
December 1, 1995, by and between ALLTEL Financial
Information Services, Inc. (formerly Systematics
Financial Services, Inc.) and Brenton Bank (formerly
Brenton Banks Services Corp.). This Thirteeneth Amendment
to Data Processing Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1995. . . . . . . . . . . . . . . . . . . . .. 241
38
Exhibit 11
Statement of computation of earnings per share. . . . . . . 242
Exhibit 12
Statement of computation of ratios. . . . . . . . . . . . . 244
Exhibit 13
The Appendix to the Proxy Statement for Brenton Banks,
Inc. for the 1996 calendar year. . . . . . . . . . . . . . 248
Exhibit 21
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 286
Exhibit 23
Consent of KPMG Peat Marwick LLP to the incorporation
of their report dated February 7, 1997, relating to
certain consolidated financial statements of Brenton
Banks, Inc. into the Registration Statement on Form S-8
of Brenton Banks, Inc. . . . . . . . . . . . . . . . . . . 288
Exhibit 27
Financial Data Schedule (filed only with Electronic
Transmission). . . . . . . . . . . . . . . . . . . . . . . 290
39