<PAGE>
BRENTON BANKS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 5, 1996
DES MOINES, IOWA
TO THE STOCKHOLDERS OF BRENTON BANKS, INC.:
You are cordially invited to attend a Special Meeting of Stockholders of
Brenton Banks, Inc., on Thursday, September 5, 1996, 10:00 a.m. at the
Metropolitan Club, Capital Square, 400 Locust Street, Des Moines, Iowa.
The special meeting will be held for these purposes:
1. To vote on a proposal to approve Brenton Banks, Inc. 1996 Stock
Option Plan; and
2. To transact any other business which may properly come before the
meeting.
The Board of Directors unanimously supports the stock option plan and
recommends a vote "FOR" the proposal. The Board believes the plan will more
closely link the interests and goals of management and shareholders. It will
also help attract, motivate and retain key management personnel.
The Company's Compensation Committee worked with a nationally recognized
compensation consulting firm to develop an overall compensation program. The
proposed 1996 Stock Option Plan is an important component of this program.
The proposed initial plan grant is specially designed so that the
vesting of the Options is tied directly to an aggressive schedule of earnings
performance for the Company and are issued at Fair Market Value. These
features will provide excellent incentive to grow Brenton Banks, Inc. and
increase shareholder value.
The close of business on July 11, 1996, has been fixed as the record
date for determination of stockholders entitled to notice of and to vote at
the special meeting. A list of such stockholders will be maintained at the
offices of Brenton Banks, Inc. at Capital Square, 400 Locust Street, Des
Moines, Iowa 50309, during the ten-day period preceding the special meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE
PROVIDED. Prompt return of your proxy will be appreciated. Your vote is
important. Thank you.
Sincerely,
C. Robert Brenton Des Moines, Iowa
Chairman of the Board August 5, 1996
<PAGE>
BRENTON BANKS, INC.
CAPITAL SQUARE, 400 LOCUST STREET, DES MOINES, IOWA 50309
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
SEPTEMBER 5, 1996
This proxy statement is being mailed to the shareholders of Brenton
Banks, Inc., on August 5, 1996. The proxy statement is furnished in
connection with the solicitation by the Board of Directors of Brenton Banks,
Inc., of proxies for use at the Special Meeting of Stockholders of Brenton
Banks, Inc., to be held on September 5, 1996 at 10:00 a.m., and any
adjournments thereof (the "Proxy Statement").
The close of business on July 11, 1996, has been fixed as the record
date for determination of the stockholders of Brenton Banks, Inc., who are
entitled to notice of and to vote at the Special Meeting. As of the record
date, there were 7,463,170 outstanding shares of Common Stock of Brenton
Banks, Inc. Each of these shares is entitled to one vote at the Special
Meeting. Only stockholders of record on the books of Brenton Banks, Inc. as
of the record date will be entitled to vote at the Special Meeting or any
adjournments thereof.
Any stockholder giving a proxy is empowered to revoke it at any time
before it is exercised. A proxy may be revoked by filing a written
revocation or a duly executed proxy bearing a later date with the Secretary
of Brenton Banks, Inc., (the "Parent Company"). Any stockholder may still
attend the meeting and vote in person, regardless of whether the stockholder
has previously given a proxy, but presence at the meeting will not revoke the
stockholder's proxy unless the stockholder votes in person.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth, as of July 11, 1996, information as to (a)
the only persons who were known by the Parent Company to own beneficially
more than 5% of the outstanding Common Stock (the only voting securities) of
the Parent Company, and (b) the number of shares of such Common Stock
beneficially owned by all executive officers and directors as a group:
1
<PAGE>
<TABLE>
<CAPTION>
Of such beneficial ownership,
amounts to which the
Beneficial Ownership beneficial owner has:
__________________________________ ________________________________
Sole Voting Shared Voting
Name and Address of Shares Beneficially Percent and Investment and Investment
Beneficial Owner Owned (1)(2)(3) of Class Power Power
___________________ _______________ ________ _____ _____
<S> <C> <C> <C> <C>
William H. Brenton 1,478,997 (4) 19.51% 484,752 (4) 994,245
Capital Square
400 Locust
Des Moines, IA 50309
C. Robert Brenton 1,429,593 (4) 18.86% 381,732 (4) 1,047,861
Capital Square
400 Locust
Des Moines, IA 50309
Junius C. Brenton 1,544,535 20.37% 450,971 1,093,564
Capital Square
400 Locust
Des Moines, IA 50309
Jane Eddy 460,110 6.07% 159,060 301,050
2908 Forest Drive
Des Moines, IA 50312
Carolyn O'Brien 517,890 6.83% 164,349 353,541
301 Tonawanda Drive
Des Moines, IA 50312
All executive officers and directors 2,656,880 (4)(5) 35.04% 1,456,682 (4)(5) 1,200,198 (5)
as a group (19 persons including
William H. Brenton, C. Robert
Brenton and Junius C. Brenton)
<FN>
(1) For purposes of this proxy statement, beneficial ownership is deemed to include stock owned (a) personally by the
individual or as custodian for minor children; (b) by the spouse or children of the individual having the same home as the
individual or being supported by the individual; (c) by any trust in which the individual has or shares voting power or
investment power over the securities; and (d) by any foundation or corporation in which the individual has or shares voting
power or investment power over the securities.
(2) The number of shares which are beneficially owned by each of the individuals listed above and which are also listed
as beneficially owned by another person(s) listed in the above table are as follows: William H. Brenton - 974,436 shares;
C. Robert Brenton - 974,436 shares; Junius C. Brenton - 974,436 shares; Jane Eddy - 286,101 shares; and Carolyn O'Brien -
286,101 shares.
(3) The registrant knows of no shares with respect to which any listed individual or group has the right to acquire
beneficial ownership, except as noted in Footnote (4) below.
(4) Amount includes vested options for the purchase of the Parent Company's Common Stock pursuant to the Non-Qualified
Stock Option Plan in the following amounts: William H. Brenton - 6,000 shares; C. Robert Brenton - 21,000 shares; and eight
members of the executive officers and directors group (including William H. Brenton and C. Robert Brenton) - 103,200 shares.
(5) Adjusted to eliminate multiple counting of shares beneficially owned by two or more persons.
</TABLE>
2
<PAGE>
EXECUTIVE COMPENSATION
The following sets forth information on the annual and long-term compen-
sation paid or accrued by the Company for services rendered in 1995, 1994 and
1993 of those persons who are the Chairman of the Board, President, and the
three most highly compensated officers of the Company.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Annual Compensation Compensation
__________________________________________ ____________
Other Annual Restricted All Other
Name and Current Principal Compensation Stock Compensation
Position Year Salary ($) Bonus ($) ($) Award(s) ($) $
________ ____ __________ _________ ____________ __________ ____________
<S> <C> <C> <C> <C> <C> <C>
C. Robert Brenton 1995 172,388 -- -- -- 137,147 (5)
Chairman of the Board 1994 172,388 -- -- -- 138,165 (6)
1993 165,758 21,756 -- -- 29,731 (7)
Robert L. DeMeulenaere 1995 150,000 -- -- 65,196 (4) 9,948 (8)
President 1994 150,000 -- 15,330 (1) 67,544 (4) 11,250 (8)
1993 126,209 20,502 -- 47,852 (4) 12,214 (8)
Phillip L. Risley 1995 146,300 -- 16,305 (2) 52,979 (4) 11,150 (8)
Chief Administrative Officer, 1994 146,300 -- -- 54,383 (4) 11,250 (8)
Brenton Bank* 1993 140,000 26,950 -- 55,524 (4) 13,383 (8)
Larry A. Mindrup 1995 156,250 40,000 20,963 (3) 47,071 (4) 10,799 (8)
Chief Banking Officer, 1994 124,299 40,000 26,428 (3) 31,726 (4) 11,250 (8)
Brenton Bank* 1993 102,084 50,451 -- 32,396 (4) 9,284 (8)
Norman D. Schuneman 1995 129,308 -- -- 47,852 (4) 9,002 (8)
Chief Credit Officer, 1994 126,313 -- -- 46,278 (4) 10,791 (8)
Brenton Bank* 1993 119,130 24,534 -- 47,236 (4) 11,954 (8)
* A Subsidiary of the Parent Company
<FN>
(1) Includes a payment of $9,375 made to Mr. DeMeulenaere in connection with his relocation from Cedar Rapids, Iowa to
Des Moines, Iowa.
(2) The Company generally provides its Executive Officers certain perks, such as an automobile allowance and/or club
memberships, and is required to disclose these benefits when the aggregate of such benefits exceed 10% of the executive's
salary. During 1996 the only named executive officer to exceed the threshold (not attributable to moving expense
reimbursement) was Mr. Risley to whom payments of $7,178 and $7,555 were made to or on behalf of Mr. Risley for automobile
allowance and club memberships.
(3) Includes a payment of $11,935 made to Mr. Mindrup in connection with his relocation from Ames, Iowa to Des Moines, Iowa
in 1995, and a payment of $18,319 in connection with his relocation from Grinnell, Iowa to Ames, Iowa in 1994.
(4) The restricted stock awards are a part of the Company's Long-Term Incentive Stock Compensation Plan. Under the terms
of the restricted stock grant, an individual receiving a grant must be continuously employed by the Company for 3 fiscal
years beginning in the year of the grant for the restricted stock to vest, unless vested prior to this date due to death,
disability, retirement or change in control of the Company. No dividends are paid on the restricted stock prior to vesting.
The market value per share of the restricted stock on the date of grant was $18.125 for the 1995 grant, $17.833 for the 1994
grant, and $18.667 for the 1993 grant, after restatement for the 3-for-2 stock split. Robert L. DeMeulenaere was granted
3,597, 3,788 and 2,564 restricted shares for the years 1995, 1994 and 1993, respectively. The market value of
Mr. DeMeulenaere's restricted stock holdings was $211,395 based on the closing price at December 31, 1995. Phillip L.
Risley was granted 2,923, 3,049 and 2,974 restricted shares for the years 1995, 1994 and 1993, respectively. The market
value of Mr. Risley's restricted holdings was $190,124 based on the closing price at December 31, 1995. Larry A. Mindrup
was granted 2,597, 1,779 and 1,735 restricted shares for the years 1995, 1994 and 1993, respectively. The market value of
Mr. Mindrup's restricted holdings was $129,869 based on the closing price at December 31, 1995. Norman D. Schuneman was
granted 2,584, 2,595 and 2,531 restricted shares for the years 1995, 1994 and 1993, respectively. The market value of Mr.
Schuneman's restricted stock holdings was $163,838 on December 31, 1995.
(5) Includes life insurance premium payments made on behalf of Mr. Brenton in the amount of $114,000, which will be repaid
to the Company upon the termination of such insurance policies. The Company expensed $29,211 in connection with the payment
of the premiums. This amount also includes contributions of $9,957 toward qualified retirement plans and $13,190 of
director fees paid by affiliated banks.
(6) Includes life insurance premium payments made on behalf of Mr. Brenton in the amount of $114,000, which will be repaid
to the Company upon the termination of such insurance policies. The Company expensed $24,342 in connection with the payment
of the premiums. This amount also includes contributions of $11,250 toward qualified retirement plans and $12,915 of
directors fees paid by affiliated banks.
(7) Consists of a $17,831 contribution toward qualified retirement plans and $11,900 of directors fees paid by affiliated
banks.
(8) Constitutes the entire amount contributed to qualified retirement plans, on behalf of the named individual.
</TABLE>
3
<PAGE>
Option Exercises and Fiscal Year-End Values - The following table sets
forth information regarding the number of options exercised by the named
executive officers and the year-end values of options held by such
individuals pursuant to the Company's Non-Qualified Stock Option Plan. All
of the options granted to the named executive officers are exercisable.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and December 31, 1995 Option/SAR Values
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In the Money
Shares Options/SARs at Options/SARs at
Acquired on Value December 31, 1995 December 31, 1995
Name Exercise # Realized $ (Exercisable) (Exercisable)
____ __________ __________ _____________ _____________
<S> <C> <C> <C> <C>
C. Robert Brenton,
Chairman of the Board -- -- 21,000 $ 353,500
Robert L. DeMeulenaere,
President -- -- 21,000 $ 353,500
Phillip L. Risley,
Chief Administrative Officer,
Brenton Bank* -- -- -- --
Larry A. Mindrup,
Chief Banking Officer,
Brenton Bank* -- -- 5,000 $ 84,150
Norman D. Schuneman
Chief Credit Officer,
Brenton Bank* -- -- 15,000 $ 222,500
* A Subsidiary of the Parent Company
</TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year - The following
table sets forth information regarding the number of Incentive Stock Grants
granted to the named executive officers pursuant to the Company's Long-Term
Incentive Stock Compensation Plan that was adopted in 1992. The Company does
not offer any other long-term incentive plans which would be included in this
table.
<TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year
<CAPTION>
Number of Performance or Estimated Future Payouts
Shares, Units Other Period under Non-Stock Price-Based Plans
or Other Until Maturation
Name Rights # or Payout Threshold # Target # Maximum #
____ ________ _________ ___________ ________ _________
<S> <C> <C> <C> <C> <C>
C. Robert Brenton,
Chairman of the Board -- -- -- -- --
Robert L. DeMeulenaere,
President 6,679 January 1, 1998 3,340 6,679 10,019 (1)
Phillip L. Risley,
Chief Administrative Officer,
Brenton Bank* 5,429 January 1, 1998 2,715 5,429 8,144 (1)
Larry A. Mindrup,
Chief Banking Officer,
Brenton Bank* 4,824 January 1, 1998 2,412 4,824 7,236 (1)
Norman D. Schuneman
Chief Credit Officer,
Brenton Bank* 4,798 January 1, 1998 2,399 4,798 7,197 (1)
* A Subsidiary of the Parent Company
<FN>
(1) Amounts in excess of the target amounts awarded under the Company's Long-Term Incentive Stock Compensation Plan are
required to be paid in cash. The amount of cash paid pursuant to the Plan is determined by the value of the Company's
Common Stock on January 1, 1998, multiplied by the number of shares awarded to the individual in excess of the target amount
as determined by the tiered achievement scale established by the Plan.
</TABLE>
4
<PAGE>
Director Compensation - During 1995, directors R. Dean Duben, Hubert G.
Ferguson and Gary M. Christensen received directors fees for their service on
the board of directors and directors C. Robert Brenton, William H. Brenton,
J.C. Brenton and Robert L. DeMeulenaere did not receive directors fees for
their service on the board of directors. For 1995 the directors fees were
$2,500 for regular Board of Directors meetings, $750 for special Board of
Director meetings and $500 for audit committee meetings. One-half of the
fees earned by a director for regular meetings are credited toward the
Director's Incentive Plan described below. During 1995, Hubert G. Ferguson
and Gary M. Christensen earned cash fees of $7,750 and $5,500, respectively
for their service as directors of the Company. Hubert G. Ferguson earned
$20,750 for consulting services rendered to the Company's brokerage
subsidiary. R. Dean Duben earned $14,200 for services as a director of the
Company and its affiliated banks. Junius C. Brenton earned $1,250 of
directors fees for services as a director of certain of the Company's
affiliated banks. William H. Brenton earned $5,785 of directors fees for
services as a director of certain of the Company's affiliated banks.
In the third quarter of 1995, the Company adopted the Director's
Incentive Plan to attract, retain and compensate directors of the Company.
The Plan is a non-qualified phantom stock deferred compensation plan and is
administered by the Board of Directors. Pursuant to the plan's provisions,
one-half of the directors fees payable to directors for regular board of
directors meetings are credited toward the plan. Participants are awarded
common stock share credits to a special ledger account maintained by the
Company. Within six months following the participant no longer being a
director of the Company, the Company will pay to the participant the value of
the share credits, which are equated to the fair market value of the
Company's common stock (assuming the reinvestment of dividends). In addition
to directors fees described in the preceding paragraph, during 1995 the value
of the credits awarded to Mr. Duben, Mr. Ferguson and Mr. Christensen was
$2,508, $6,433 and $5,039, respectively.
Agreements with Executive Officers - The Company entered into agreements
with Robert L. DeMeulenaere, Larry A. Mindrup and Norman D. Schuneman which
provide these officers certain benefits upon a change in control of the
Company. A change in control occurs when there is a transfer of
substantially all of the Company's assets, when the stockholders of the
Company immediately preceding an event or transaction control less than a
majority of the voting power of the Company immediately following the event
or transaction, or when the Brenton family and their affiliates together, are
no longer the largest shareholder of the Company. Pursuant to the terms of
these contracts, Mr. DeMeulenaere, Mr. Mindrup and Mr. Schuneman may receive
up to $500,000, $350,000, and $375,000, respectively, if there is a change in
control of the Company and they are terminated or there is a substantial
reduction in their duties within three years following the change in control.
Mr. Mindrup's and Mr. Schuneman's agreements terminate on December 31, 1997.
In the event of a change in control where their employment is not terminated,
their base salary for the three years following the change in control shall
not be less than the amount immediately prior to the change in control. The
maximum benefit payable to these individuals is limited to the lessor of the
amount deductible under the Internal Revenue Code Section 280G or the amounts
set forth above. The benefits payable to Mr. DeMeulenaere, Mr. Mindrup and
Mr. Schuneman are subject to certain phase out adjustments beginning one year
following the change in control.
1996 STOCK OPTION PLAN PROPOSAL
The Board of Directors is submitting to the Shareholders for their
approval the 1996 Stock Option Plan (the "Plan"). The Plan authorizes the
issuance of Brenton Banks, Inc.'s common stock to key employees of the
Company, its subsidiaries and its business partners. The purpose of the Plan
is to support the creation of shareholder value. The Plan aligns the
interests of key employees with those of the Shareholders of the Company and
encourages key employees of the Company to acquire equity interests in the
Company. The Plan is intended to attract, motivate and retain key employees
and to tie a significant portion of their compensation to the long term
success of the Company. It is the intention of the Company that the options
issued pursuant to the Plan be non-qualified stock options.
The Board of Directors of the Company has determined that it is in the
best interest of the Company and its Shareholders to adopt the Plan. The
Plan will not be put into effect unless and until it is approved by an
affirmative vote of the holders of a majority of shares present or
represented, and entitled to vote at this Special Meeting. The Board of
Directors unanimously recommends a vote "FOR" this proposal.
Key Provisions of the Plan - The Plan will be administered by the
Compensation Committee of the Board of Directors. The Committee will grant
options, prescribe the form of option agreements, interpret the Plan,
establish any administrative rules necessary for the operation of Plan and
take such other actions as it deems appropriate in the administration of the
5
<PAGE>
Plan. The Compensation Committee is composed of three individuals, Gary M.
Christensen, Chairman, Junius C. Brenton and William H. Brenton. The
Compensation Committee has developed a compensation program for the entire
Company, utilizing a nationally recognized consulting firm to assist in the
development of the compensation program and the Plan. The 1996 Stock Option
Plan is a key component of the compensation program.
A total of 500,000 shares of the Company's $5.00 par value common stock
may be issued under the Plan. Shares issued upon the exercise of the option
may either be authorized unissued shares or shares purchased upon the open
market. In the event an option lapses or terminates for any reason prior to
its being completely exercised, the shares covered by the unexercised portion
of such option may again be subject to options granted under the Plan.
Options may be granted under the Plan to key employees of the Company, its
subsidiaries and any joint venturer in which the Company has a significant
ownership interest. As of the date of this Proxy Statement, no options have
been granted nor has the Compensation Committee determined the number of
options to be granted to any employee of the Company. No employee of the
Company may receive greater than 20% of all of the outstanding options
issuable pursuant to the terms and conditions of the Plan.
If the Plan is approved by the requisite vote of the Shareholders at the
Special Meeting, the Plan would become effective as of September 5, 1996.
The Plan will continue for a period of ten (10) years from approval by the
Shareholders, unless otherwise amended or terminated by the Board or the
Compensation Committee.
Each option granted pursuant to the terms of the Plan will expire ten
(10) years and one month following the date of its grant. The option price
for options granted pursuant to the Plan will be not less than the fair
market value of the Company's common stock on the date the option is granted.
The Closing Price of Brenton Banks, Inc. common stock as of July 11, 1996 was
$23 1/2. No option may be exercised during the first six months of its term.
No option granted under the Plan may be sold, pledged or transferred except
by will or the laws of descent and distribution.
The number of shares of common stock subjected to outstanding options
and the exercise price per share of such rights and options shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock resulting from any stock split, stock dividend,
combination or reclassification of the Company's common stock.
Options granted under the Plan may be exercised either at one time or
from time-to-time as to any portion of shares covered by the option. An
option may not be exercised for a fraction of a share. Participants granted
options pursuant to the Plan will have no rights as a stockholder with
respect to any shares covered by the option until the shares are issued
following the exercise of the option and the participant becomes a holder of
record of the Company's common stock. Subject to the discretion of the
Committee and the Board, a participant may pay the option price and/or tax
withholding requirements due upon the exercise of the option in cash, in
shares of the Company's common stock already owned, by the surrender of other
options or in such other manner as the Committee may establish. Shares will
not be issued until the Company receives full payment of the exercise price
and appropriate arrangements have been made for any tax withholding
requirements.
The Board of Directors may modify or amend the Plan in such respects as
it may deem desirable. The Board of Directors may not, however, without
further approval of the Shareholder: (i) materially increase the aggregate
number of options which may be granted under the Plan except as designated
above; (ii) materially increase the benefits accruing to participants under
the Plan; or (iii) change the designation of employees eligible to receive
the options. No amendment to the Plan may retroactively adversely affect the
rights of a participant to whom an option or right has been granted without
the consent of the participant.
Tax Aspects of the Plan - The options granted under the Plan are
designed to be taxed as Non-Qualified Stock Options. Under the present
provisions of the Internal Revenue Code, as amended (the "Code"), the
participant granted the option generally would recognize no income on such
grant and the Company would receive no tax deduction at that time. Upon
exercise of the option, the participant generally would recognize ordinary
income in the amount of the difference between the option exercise price and
the fair market value of the shares on the date the option was exercised. An
equivalent tax deduction would be available to the Company in the year of
such exercise, assuming satisfaction of the income tax withholding
requirements at the time of exercise, provided, however the aggregate amount
of compensation deductible to the Company may be limited for each Executive
Officer pursuant to Code Section 162(m). The Company intends to require
participants to work with the Company in order to ensure the deductibility of
the compensation cost.
6
<PAGE>
Proposed Plan Agreements - On July 11, 1996, the Compensation Committee
met and considered the terms and conditions of a proposed Stock Option
Agreement under which the Company's Executive Officers may be entitled to
participate. The terms and conditions of such Agreement generally provide
that the options will vest and may be exercised upon the earlier of nine and
one-half years from the date of grant or upon the Company's achievement of
the Cumulative Net Income goals specified by the Committee. The Cumulative
Net Income goals specified by the Compensation Committee contemplate
performance periods beginning January 1, 1996 and continuing through December
31, 1998, 1999 and 2000. To the extent the Company's Cumulative Net Income
meets or exceeds the thresholds set forth in the Performance Vesting Schedule
below, the options will become vested proportionately to the extent that the
amount the Cumulative Net Income exceeds the minimum up to the maximum level
applicable to the performance period.
<TABLE>
<CAPTION>
Performance Vesting Schedule
% Total Cumulative Net Income (in thousands) Starting 1/1/96 Through
Vested 12/31/98 12/31/99 12/31/00
<S> <C> <C> <C>
100% -- -- $93,900
75% -- -- 89,486
67% -- $70,900 88,073
50% -- 67,737 85,071
33% $50,000 64,574 --
25% 45,940 -- --
0% -- -- --
</TABLE>
Pursuant to the terms of the proposed Option Agreement, if a participant
is terminated for cause, all options will be forfeited. In the event the
participant quits or is involuntarily terminated for any reason other than
cause, all unvested options will be forfeited and the participant will be
entitled to exercise vested options for a period of up to ninety (90) days
following the termination. In the event of a death or disability of a
participant, participants will have a pro rata portion of the options vested
over five (5) years based upon the number of actual years of service since
the date of grant. To the extent the options are vested, the successor to
the participant will have the remainder of the option period in which to
exercise the options. In the event of a retirement at or after the age of 65
or, with Compensation Committee consent, retirement prior to age 65, the
options will be vested a pro rata basis based on the actual years of service
since the date of grant through nine (9) years and six (6) months. Once
vested, the participants will have the remainder of the option period in
which to exercise the option. To the extent that the individual retires
prior to age 65 without Committee consent, all unvested options will be
forfeited and the participant will have ninety (90) days in which to exercise
those options that were previously vested.
Upon a change in control of the Company, the unvested options granted to
participants will be 50% vested if the Change in Control occurs during 1997,
75% vested if the Change in Control occurs during 1998 and 100% vested if the
Change in Control occurs during 1999 or thereafter. A change in control is
defined for purposes of the Plan to be a transaction or series of
transactions with a result which is: (a) a direct or indirect acquisition of
all or substantially all the assets of the Company; (b) a change in ownership
whereby the stockholders of the Company immediately prior to the
transaction(s) own less than a majority of the combined voting power of all
issued and outstanding securities of the Company or its successor following
the transaction(s); or (c) a person and their affiliates own a greater number
of shares of the Company then the Brenton family. The Brenton family for
purposes of this definition includes all descendants of Harold Brenton, their
spouses and affiliates, including but not limited to any shares owned by
trusts, corporations or persons which the descendants of Harold Brenton have
control over or are for the benefit of said descendants or their spouses.
The Change in Control benefits described above will only be available to
Executive Officers who waive their right to receive other benefits available
to them in the event of a Change in Control.
Pursuant to the provisions of the Plan, the Compensation Committee has
the discretion to issue additional options, up to the maximum allowed by the
Plan, with such terms and conditions as determined by the Compensation
Committee.
7
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at
the Special Meeting other than the approval of minutes and those mentioned
above. However, if any other matters properly come before the meeting or any
adjournments thereof, it is the intention of the persons named in the
enclosed proxy to vote the shares represented by them in accordance with
their best judgment pursuant to the discretionary authority granted in the
proxy.
SUBMISSION OF SHAREHOLDER PROPOSALS
In accordance with the Parent Company's Bylaws, any stockholder proposal
for action at the Annual Meeting, including nominations for the Board of
Directors, must be submitted in writing to the Secretary of the Parent
Company at least five days prior to the date of the Annual Meeting to be
considered and voted upon at the meeting.
INCLUSION OF SHAREHOLDER PROPOSALS IN PROXY STATEMENT
Any stockholder may present a proposal for inclusion in the Parent
Company's proxy statement for the next Annual Meeting of the Stockholders to
be held on May 7, 1997, provided that at the time the proposal is submitted
the proponent is a record or beneficial owner of at least 1% or $1,000 in
market value of shares entitled to be voted at the meeting on a proposal and
has held the shares for at least one year, and provided that the proponent
shall continue to own the shares through the date of the meeting, May 7,
1997. The proponent shall notify Brenton Banks, Inc., in writing of his or
her intention to appear personally at the meeting to present his or her
proposal for action. Any proposal must be received by Brenton Banks, Inc. no
later than January 7, 1997, in order to be included in the proxy statement of
Brenton Banks, Inc. for the May 7, 1997 meeting.
S.E.C. FORM 10-K AVAILABLE.
COPIES OF THE COMPANY'S 1995 ANNUAL REPORT ON FORM 10-K REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES, WILL BE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE BY
WRITTEN REQUEST ADDRESSED TO STEVEN T. SCHULER, SECRETARY, BRENTON BANKS,
INC., P.O. BOX 961, DES MOINES, IOWA 50304-0961.
The cost of soliciting proxies will be borne by Brenton Banks, Inc. In
addition to the solicitation of proxies by use of the mails, some of the
officers, directors and regular employees of Brenton Banks, Inc. or its
subsidiaries, none of whom will receive additional compensation therefore,
may solicit proxies by telephone, personal interview or other means. Brenton
Banks, Inc. will, upon request, reimburse nominees, custodians and
fiduciaries for expenses in forwarding proxy material to their principals.
Only stockholders of record at the close of business on July 11, 1996,
will be entitled to notice of and to vote at the meeting. Stockholders are
urged to sign and date the enclosed proxy, which is solicited on behalf of
the Board of Directors, and return it as promptly as possible. Proxies will
be voted for or against the proposals presented at the meeting, in accordance
with the stockholder's specifications marked thereon. If no specification is
made, proxies will be voted on matters presented at the meeting in accordance
with the recommendations of the Board of Directors set forth above in this
Proxy Statement. The proxy does not affect the right to vote in person at
the meeting, and may be revoked by appropriate notice to the Secretary of the
Parent Company at any time prior to the voting.
By order of the Board of Directors,
Steven T. Schuler
Secretary
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PROXY BRENTON BANKS, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL
MEETING TO BE HELD ON AUGUST 23, 1996, DES MOINES, IOWA.
The undersigned hereby appoints William H. Brenton, C. Robert Brenton and
Junius C. Brenton, and each of them, with full powers of substitution,
attorney and proxy to represent the undersigned at the Special Meeting of
Stockholders of Brenton Banks, Inc., to be held at the Metropolitan Club, Des
Moines, Iowa, at 10:00 a.m., on August 23, 1996, and at any adjournments
thereof, and to vote the shares of Brenton Banks, Inc. standing in the name
of the undersigned with all powers which the undersigned would possess if he,
she or they were personally present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 1996 STOCK
OPTION PLAN.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE APPROVAL OF THE 1996 STOCK OPTION PLAN.
PLEASE MARK, AND SIGN ON REVERSE SIDE, DATE AND RETURN IN THE ENCLOSED
ENVELOPE.
Will you attend this meeting in person? [ ] Yes [ ] No If yes, there will
be _____ person(s) attending.
(Continued and to be signed on the reverse side.)
<PAGE>
BRENTON BANKS, INC.
Please mark vote in oval in the following manner using dark ink only. [ ]
1. Proposal to approve the 1996 Stock Option Plan.
[ ] For [ ] Against [ ] Abstain
2. Upon the approval of minutes and such other matters as may properly come
before the meeting, in such a manner as he or they determine to be in the
best interest of the Company. The Board of Directors is not presently aware
of any other matters to be presented for action at the meeting.
Dated _______________________, 1996
(Signatures)___________________________________
_______________________________________________
Joint owners must both sign exactly as shown hereon. Please sign and return
each proxy card you receive. If you are an administrator or other fiduciary,
please give your full title. Corporations should sign the full corporation
name by an authorized officer. A partnership should sign in the partnership
name by one of the partners.
Brenton Banks, Inc.
1996 Stock Option Plan
Plan Document
September 5, 1996
<PAGE>
Table of Contents
Section Page
1. Purpose . . . . . . . . . . . . . . . . . . . . . 3
2. Administration of Plan . . . . . . . . . . . . . . 3
3. Shares Subject to Plan . . . . . . . . . . . . . . 4
4. Eligibility . . . . . . . . . . . . . . . . . . . 5
5. Option Terms and Conditions . . . . . . . . . . . 5
6. No Right to Continued Employment . . . . . . . . . 6
7. Restrictions on Transferability. . . . . . . . . . 6
8. General Restriction . . . . . . . . . . . . . . . 7
9. Tax Withholding . . . . . . . . . . . . . . . . . 7
10. Change in Control. . . . . . . . . . . . . . . . . 7
11. Amendment and Termination. . . . . . . . . . . . . 8
<PAGE>
BRENTON BANKS, INC.
1996 STOCK OPTION PLAN
1. Purpose
1.1 The 1996 Stock Option Plan ("Plan") is established to
support the creation of shareholder value. Its purpose is to
further align the interests of key employees with those of
shareholders and to encourage key employees of Brenton Banks, Inc.
("Company") to acquire an equity interest in the Company. The Plan
is intended to attract, motivate, and retain key employees, and to
tie a significant portion of compensation for such employees to the
long-term success of the Company.
1.2 For purposes of this Plan, the Company means the Company
or entity in which Brenton Banks has a significant ownership
interest including but not limited to all subsidiaries and joint
ventures with Brenton Banks, Inc.
1.3 The Company intends to have Participants retain a
material portion of the Company's stock following the exercise of
the Options granted hereunder in order to further the purposes of
the Plan. It is the Company's expectation that Participants will
maintain and continue to hold 50% of the common stock granted
pursuant to the exercise of the Options, after payment of the
exercise price and the applicable income taxes. Appropriate
exceptions/adjustments shall be made for the personal circumstances
of each Participant including but not limited to educational and
medical situations.
2. Administration of Plan
2.1 The Plan will be administered by the Compensation
Committee ("Committee") of the Board of Directors ("Board").
2.2 The Committee will grant Options, prescribe the form of
the Option Agreements, interpret the Plan, establish any
administrative rules, and take such other actions as it deems
appropriate. The Committee retains the right to accelerate the
vesting of Options granted under the Plan in its sole and absolute
discretion. The Committee may rely upon the advice and assistance
of any individual it deems appropriate in administering the Plan.
2.3 Any determination or action made or taken by the
Committee will be final. No member of the Board will be
3
<PAGE>
liable for any action or determination taken or made in good faith
with respect to the Plan or any Options thereunder.
3. Shares Subject to Plan
3.1 The total number of "Shares" of Company Common Stock
($5.00 par value) reserved and available for Options under the Plan
will be 500,000, subject to adjustment under Section 3.5. The
total number of Shares granted to any Participant may not exceed
20% of the Shares reserved for Options.
3.2 The Shares to be issued upon the exercise of Options may
be authorized but unissued shares, shares issued and reacquired by
the Company, or shares bought on the market for purposes of the
Plan. No fractional shares shall be delivered under the Plan.
3.3 If an Option terminates or otherwise expires without the
issuance of Shares, the Shares subject to the Option will again be
available for Options under the Plan.
3.4 Any Shares issued by the Company in connection with the
assumption or substitution of outstanding Options from an acquired
entity will not reduce the Shares available for Options under the
Plan.
3.5 In the event that the outstanding shares of common stock
are hereinafter increased or decreased, exchanged into or exchanged
for a different number or kind of shares or other securities of the
Company or for another corporation, by reason of recapitalization,
reclassification, stock split up, combination of shares or dividend
or other distribution payable in capital stock, appropriate
adjustment shall be made by the Committee in the number and kind of
shares as to which the Options may be granted under the Plan. In
addition, there shall be appropriate adjustments made in the number
and kind of shares as to which outstanding Options, or portions
thereof then unexercised, shall be exercisable to the end that the
proportionate interest of the holder of such Option shall, to the
extent practicable, be maintained as before the occurrence of such
event. Such adjustment in outstanding Options shall be made
without change in the total price applicable to the unexercised
portion of the Options but with a corresponding adjustment in the
Option Price per share.
4
<PAGE>
4. Eligibility
4.1 Eligibility will be limited to officers and other key
employees of the Company who can most significantly influence the
longer-term performance of the Company. The Committee will decide
which of the Company's key employees meet this criterion and to
whom an Option will be granted ("Participant").
4.2 Participants may receive more than one Option, and the
terms and conditions of Options can vary among Participants and
from prior Options. Receipt of an Option does not entitle a
Participant to future Options.
5. Option Terms and Conditions
5.1 An Option gives a Participant the right to purchase
Shares, subject to various terms and conditions, at a stated price
for a specified period of time. An Option will be evidenced by a
Stock Option Agreement ("Agreement") containing such terms and
conditions as the Committee may establish, including (but not
limited to) the following:
5.1.1 Number of Shares. The Agreement will specify the
number of Shares covered by the Option.
5.1.2 Option Price. The Committee will determine the
price per share a Participant must pay to exercise an Option
("Option Price"). The Option Price will not be less than the "Fair
Market Value" of the Shares the date the Option is granted (the
term "Fair Market Value" is defined for all Plan purposes as the
average of the low and high bid prices on the applicable date or
the last prior date on which Shares traded).
5.1.3 Option Period. Each Option will expire ten years
and one month from the date the Option is granted. In no event
will an Option be exercisable after it is expired.
5.1.4 Vesting and Exercise of Option. Options may be
vested at such time or upon such conditions as determined by the
Committee. Upon vesting, a Participant may exercise part or all of
the Option.
5.1.5 Six (6) Month Holding Period. No Option granted
to a Participant may be exercised
5
<PAGE>
during the first six months of its term.
5.1.6 Termination of Employment. The Agreement will
specify the extent to which an Option may be exercised following
termination of employment, if at all.
5.1.7 Residency. Participants of the plan must be
residents of the State of Iowa when the Options are granted.
5.1.8 Grant Date. An Option granted pursuant to the
Plan shall be granted upon the date approved by the Compensation
Committee subject to an Option Agreement signed by the Chairman of
the Compensation Committee.
5.2 Subject to the discretion of the Committee and the Board,
a Participant may pay the Option price and/or tax withholding
requirements in cash, Shares already owned (based on the Shares'
Fair Market Value on the date the Option is exercised), the
surrender of Options or in such other manner as the Committee may
establish. Shares will not be issued until full payment is
received.
5.3 Participants have no rights as stockholders with respect
to any Shares covered by an Option until Shares are issued
following exercise of such Option and the Participant becomes a
holder of record.
6. No Right to Continued Employment
6.1 Neither participation in the Plan, nor receipt of an
Option under the Plan, will confer upon any Participant the right
to continued employment at the Company or affect in any way the
right of the Company to terminate at will the employment of a
Participant.
7. Restrictions on Transferability
7.1 No Option may be sold, exchanged, or otherwise
transferred in any manner other than by will or the laws of descent
and distribution. All rights to Options may be exercised during
the Participant's lifetime only by the Participant or the
Participant's guardian or legal representative.
6
<PAGE>
8. General Restriction
8.1 Each Option will be subject to the requirement that, if
at any time the Committee determines that the listing,
registration, or qualification of the Shares subject to such Option
upon any securities exchange or under any state or federal law, or
the consent or approval of any government regulatory body, is
necessary or desirable in connection with the exercising of such
Option or the issue or purchase of Shares thereunder, such Option
may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval will have been
effected or obtained free of any conditions not acceptable to the
Committee.
9. Tax Withholding
9.1 The exercise of an Option will be subject to withholding
tax purposes as may be required by law. The Company may take such
steps as needed to ensure withholding requirements are satisfied,
including withholding Shares covered by an Option. Shares withheld
or surrendered to satisfy tax withholding will be valued at Fair
Market Value on the relevant date.
10. Change in Control
10.1 The Committee may establish such terms or conditions, or
take such action, regarding the treatment of outstanding Options
upon a Change in Control of the Company as it deems appropriate.
10.2 For purposes of the Plan, "Change in Control" means a
transaction or series of transactions, the result of which is:
(a) a direct or indirect acquisition of all or substantially all of
the assets of the Company; (b) a change in ownership whereby the
stockholders of Company immediately prior to such transaction(s)
own less than a majority of the combined voting power of all issued
and outstanding securities of Company or its successor following
the transaction(s); or (c) a person and their affiliates own a
greater number of shares of the Company than the Brenton Family.
Transactions resulting in a Change in Control shall include but not
be limited to direct acquisitions of assets or securities or
indirect acquisitions by merger, consolidation, or other legal
reorganization of Company. The "Brenton Family" for purposes of
this section, shall include all descendants of Harold Brenton and
their spouses and affiliates including but not limited to any
shares owned by trusts,
7
<PAGE>
corporations or persons which the descendants of Harold Brenton
have control over or are for the benefit of said descendants or
their spouses.
11. Amendment and Termination
11.1 The Plan will become effective on the Date the Plan is
approved by stockholders of the Company. Options may be granted
under the Plan until ten years have elapsed from its effective date
or, if earlier, the termination of the Plan by the Board, but
Options may extend beyond that date.
11.2 The Plan may be amended, suspended, or discontinued in
whole or in part at any time and from time to time by the Committee
or Board. The Board of Directors may not, however, without further
approval of the Shareholder: (i) materialy increase the aggregate
number of options which may be granted under the Plan except as
designated above; (ii) materially increase the benefits accruing to
participants under the Plan; or (iii) change the designation of
employees eligible to receive the options.
11.3 No such action, however, may lessen the rights of a
Participant under an outstanding Option without the Participant's
written consent or as provided in the Option Agreement.
11.4 The Plan will be governed by the laws of the State of
Iowa.
8
July 18, 1996
Securities and Exchange Commission
ATTN: Document Control
450 - 5th Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
Enclosed you will find the preliminary Proxy Statement for Brenton
Banks, Inc. Special Meeting of Shareholders to be held on September
5, 1996 at 10:00 a.m. The purpose of the meeting to approve the
Company's 1996 Stock Option Plan. The Company intends to mail to
the Shareholders the enclosed Proxy Statement along with Notice of
Meeting on or about August 5, 1996.
As supplemental information to the Proxy Statement, Brenton Banks,
Inc. does not intend to register the options issued pursuant to the
Plan as the "options" will be exempt from registration pursuant to
Section 3(A)(11) and Rule 147 of the Securities Act. Brenton
Banks, Inc. intends to register the common stock issued pursuant to
the exercise of the option on a Form S-8. The date Brenton Banks
anticipates an exercise of the option is during 1999.
If you have any questions or comments regarding the Proxy
Statement, please feel free to contact the undersigned at the
address and telephone number below.
Very truly yours,
/s/
John D. Hunter
Suite 1100, Two Ruan Center
601 Locust Street
Des Moines, IA 50309-3765
(515) 242-2420
JDH:djh
Enclosure
