IOWA FIRST BANCSHARES CORP.

                                  ANNUAL REPORT

                                December 31, 1999



                           IOWA FIRST BANCSHARES CORP.

                 STOCKHOLDER INFORMATION AS OF DECEMBER 31, 1999


Market Makers
- -------------

A market for Iowa First  Bancshares  Corp. common stock is made by the brokerage
firms of Howe Barnes  Investments, Inc., Bill Sammon (800-800-4693), and Mesirow
Financial, Inc., Mike Hagerty (888-701-7771 or 319-263-7771).

Stock Prices Information
- ------------------------

The table below shows the  reported  high and low bid prices of the common stock
during the years ended December 31, 1999 and 1998. The stock prices listed below
were  obtained from the market makers or, as of each  year-end,  an  independent
appraisal of the stock, if higher.

         1999              High        Low
- ---------------------------------------------

First Quarter ......... $  32.50    $  31.00
Second Quarter ........    32.50       29.50
Third Quarter .........    29.50       25.50
Fourth Quarter ........    27.50       23.88


         1998              High        Low
- ---------------------------------------------

First Quarter ......... $  31.25    $  31.00
Second Quarter ........    32.00       30.00
Third Quarter .........    34.00       30.38
Fourth Quarter ........    32.50       30.50


Annual Meeting of Stockholders
- ------------------------------

The Annual  Meeting of the Stockholders of Iowa  First  Bancshares Corp. will be
held at 2:00 p.m., April  20,  2000 at the corporate offices located at 300 East
Second Street, Muscatine, Iowa 52761.  Stockholders are encouraged to attend.

Annual Report on Form 10-K
- --------------------------

Copies of the  Iowa  First  Bancshares  Corp.  annual  report on Form  10-K  and
exhibits,  filed with the  Securities  and Exchange Commission, are available to
stockholders without charge by writing:

Iowa First Bancshares Corp.
300 East Second Street
Muscatine, Iowa  52761
Attention:  Patricia R. Thirtyacre, Corporate Secretary

Investor Information
- --------------------

Stockholders,  investors and analysts interested in  additional information  may
contact Mr. Kim K. Bartling,  Executive Vice President, Chief Operating  Officer
and  Treasurer (319)  262-4216  or  Mr. George A. Shepley,  Chairman  and  Chief
Executive Officer (319) 262-4200.









To Our Shareholders:

Net income for the year ended  December 31, 1999,  was  $3,412,000  or $2.23 per
share compared to $3,282,000 or $2.02 per share the prior year.  Contributing to
the  strong  results  were the  sizable  growth in both net  interest  income of
$599,000,  5.6%, and other noninterest income of $147,000, 7.8%. Management also
controlled  noninterest  expenses which grew only 4.0% during 1999.  Noninterest
expenses other than salaries and employee  benefits were  aggressively  managed,
resulting in an increase of only 1.7%.

As we have discussed in prior annual and quarterly  communications to our fellow
shareholders,  the Company has employed  strategies which increase the financial
leverage of the balance  sheet.  These  strategies  coupled with record 1999 net
income,  adjusted for  nonrecurring  items,  resulted in an  unprecedented  high
return on average  equity of 16.39% for the year ended December 31, 1999. We are
extremely  pleased with the achievement of this new record for return on average
equity. While exciting in its own right, this was only one of numerous financial
performance records set by the Company during 1999. These records included:

   o  Highest net loans in the history of the Company ($267 million).
   o  Highest total assets in the history of the Company ($371 million).
   o  Highest total deposits in the history of the Company ($270 million).
   o  Highest net interest income in the history of the Company ($11.3 million).
   o  Highest other income in the history of the Company ($2.0 million).
   o  Highest net income, adjusted for nonrecurring items, in the history of the
      Company ($3.4 million).
   o  Highest net income per fully diluted share in the history of the Company
      ($2.23).

These results were especially  gratifying since they were accomplished  during a
year noted for an  unfavorable  national  interest rate trend and relatively low
farm commodity prices,  both of which serve as additional  challenges for a bank
holding company such as Iowa First Bancshares Corp.

Net loans grew from  approximately  $250 million to nearly $267  million  during
1999,  a $17 million or 6.8%  increase.  While loan  totals were rising  nicely,
problem loans (those on nonaccrual status or past due 90 days or more), actually
declined $451,000 or 45%. Despite this positive trend in problem loans and to be
prudent  given the growth in total  loans,  the  Company  expensed  $406,000  to
provision for possible loan losses which was nearly four times the amount of net
loan  charge-offs  recognized  during 1999.  Therefore,  the total allowance for
possible loan losses grew more than $300,000  (10.9%) to total  $3,091,000 as of
December 31, 1999.

In an effort to more  efficiently  and  effectively  utilize our  facilities  in
Fairfield,  Iowa,  the consumer  loan  department  was  relocated  from the main
downtown bank facility to the branch which was built in 1997.  This branch is in
a high traffic  area of town in front of the local  Wal-Mart  store.  We believe
this move will enable us to better serve our current and future customers.

Our branch office located in the Muscatine, Iowa, Wal-Mart Supercenter continued
to exceed  our  expectations  in  almost  all  aspects  of its  operations.  The
relocation of the downtown  branch in Muscatine has also been very well received
by  our  customers.   These   branches,   in  addition  to  our  main  bank  and
long-established  branch  offices  on the  south  side of  Muscatine  and at the
Muscatine  Mall,  enable  us  to  serve  our  customers'  financial  needs  in a
convenient,  friendly, and professional manner. The highly skilled and dedicated
employees at all levels of the organization  ensure customers  receive excellent
service.  Their  abilities  and  efforts  were  the  driving  force  behind  the
record-breaking performance of the Company during 1999.

Despite the outstanding  financial  results,  the price of Iowa First Bancshares
Corp.  stock  decreased  over  the  last  year to $27  per  share  (based  on an
independent  appraisal),  a 12.9% decrease from the prior year-end. This $27 per
share  represents  a price to book value of 196% and a price to trailing  twelve
months earnings of 12.1 times.  While the Company's return on average equity and
dividend yield exceeded its peer group,  the market valued Iowa First Bancshares
Corp.'s stock at a price earnings ratio less than this same peer group of banks.
It should be noted that bank  stocks in general  declined  during  1999.  Please
refer to the following  graphs for a summary of the stock price  performance and
earnings per share over the last several years.

The omitted graph reflects the closing stock price per share utilizing the
following data points:


1994    13.00
1995    16.67
1996    20.00
1997    28.75
1998    31.00
1999    27.00

The omitted graph reflects the fully diluted earnings per utilizing the
following data points:

1994    1.60
1995    1.71
1996    1.95
1997    1.82
1998    2.02
1999    2.23


The total annual investment return (loss) for the past one, three, and five-year
periods has been (10.2%), 13.8%, and 18.7%, respectively.  The graphs below show
the growth in total assets and loans over the past several years.

The omitted graph reflects the total assets as of year end utilizing the
following data points:

         (In Millions)
1994        253.8
1995        272.8
1996        280.5
1997        305.8
1998        345.4
1999        371.0

The omitted graph reflects the total loans as of year end utilizing the
following data points:

          (In Millions)
1994         162.0
1995         169.3
1996         183.4
1997         208.7
1998         250.3
1999         267.0

Year-end 1999 total assets  exceeded  year-end 1994 total assets by $117,229,000
for total growth of 46.2%. Over the same time period, loans grew $104,977,000 or
64.8%.

Much has been  written over recent  quarters in the  financial  press  regarding
technology  in  banking,  and more  specifically  Internet  banking,  as well as
financial  reform enacted by Congress.  As management and the Board of Directors
assess the current  position  of Iowa First  Bancshares  Corp.  and plan for the
future,  these are among  the  issues  and  opportunities  which are  discussed,
analyzed,  and  if  deemed  appropriate,   exploited  for  the  benefit  of  our
shareholders.

As we look to 2000,  there is, as always,  much  uncertainty in forecasting  the
future  direction of interest  rates and the  economy.  The 2000 budgets for the
Company and its subsidiaries project relatively stable market interest rates and
a positive business  climate.  If rates or the economy vary  significantly  from
these  assumptions,  it will become more challenging to maintain or increase net
interest income, and consequently, net income.

On  behalf  of  management  and the  Board of  Directors,  we thank you for your
investment in Iowa First  Bancshares Corp. and your continued  support.  We look
forward to hearing from you should you have comments or questions.

                                                      /s/ George A. Shepley
                                                      --------------------------
                                                      George A. Shepley
                                                      Chairman & CEO


                                                      /s/ Kim K. Bartling
                                                      --------------------------
                                                      Kim K. Bartling
                                                      Executive Vice President
                                                      COO & Treasurer



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

BALANCE SHEET (at year end)             1999           1998           1997
- --------------------------------------------------------------------------------
Net loans ........................ $ 266,992,000  $ 250,318,000  $ 208,683,000
Allowance for loan losses ........     3,091,000      2,787,000      2,604,000
Deposits and securities sold under
   agreements to repurchase ......   274,198,000    267,491,000    247,041,000
Federal Home Loan Bank advances ..    64,621,000     47,973,000     26,468,000
Total assets .....................   371,029,000    345,411,000    305,783,000
Stockholders' equity .............    21,193,000     20,309,000     28,625,000

STATEMENT OF INCOME (for the year)
- --------------------------------------------------------------------------------
Net interest income .............. $  11,290,000  $  10,691,000  $  10,656,000
Provision for loan losses ........       406,000        125,000          4,000
Other income .....................     2,022,000      1,875,000      1,696,000
Other operating expense ..........     7,942,000      7,633,000      7,547,000
Income before income taxes .......     4,964,000      4,808,000      4,801,000
Income taxes .....................     1,552,000      1,526,000      1,521,000
Net income .......................     3,412,000      3,282,000      3,280,000

PER SHARE DATA
- --------------------------------------------------------------------------------
Net income, basic ................ $        2.23  $        2.02  $        1.86
Net income, diluted ..............          2.23           2.02           1.82
Book value at year-end ...........         13.79          13.25          15.62
Stock price at year-end (greater
   of bid or appraised price) ....         27.00          31.00          28.75
Cash dividends declared during
   the year ......................          0.84           0.84           0.78
Cash dividends declared as a
   percentage of net income ......           38%            42%            43%

KEY RATIOS
- --------------------------------------------------------------------------------
Return on average assets .........         0.96%          1.00%          1.13%
Return on average stockholders'
   equity ........................         16.39          14.18          12.33
Net interest margin-tax
   equivalent ....................          3.53           3.65           4.11
Average stockholders' equity to
   average assets ................          5.83           7.02           9.16
Total capital to risk-weighted
   assets ........................          9.52           9.14          14.44
Efficiency ratio (all operating
   expenses, excluding the provision
   for loan losses, divided by the
   sum of net interest income and
   other income) .................         59.66          60.75          61.10







                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Iowa First Bancshares Corp.
Muscatine, Iowa

We have  audited  the  accompanying  consolidated  balance  sheets of Iowa First
Bancshares  Corp.  and  subsidiaries  as of December 31, 1999 and 1998,  and the
related consolidated  statements of income, changes in stockholders' equity, and
cash  flows for the  years  ended  December  31,  1999,  1998,  and 1997.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Iowa  First
Bancshares  Corp.  and  subsidiaries  as of December 31, 1999 and 1998,  and the
results of their  operations  and their cash flows for the years ended  December
31, 1999,  1998,  and 1997, in conformity  with  generally  accepted  accounting
principles.


/s/ McGladrey & Pullen, LLP


Davenport, Iowa
January 21, 2000



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998

ASSETS                                                     1999         1998
- --------------------------------------------------------------------------------

Cash and due from banks (Note 1) ...................$  15,149,000 $  14,273,000
Interest-bearing deposits at financial
   institutions ....................................      155,000       135,000
Investment securities available for sale (Note 3) ..   62,950,000    58,711,000
Federal funds sold and other overnight investments .   15,800,000    12,555,000
Loans, net of allowance for loan losses of
   $3,091,000  in 1999 and $2,787,000 in 1998
   (Note 4) ........................................  266,992,000   250,318,000
Bank premises and equipment, net (Note 5) ..........    5,456,000     5,858,000
Accrued interest receivable ........................    2,985,000     2,763,000
Other assets .......................................    1,542,000       798,000
                                                     ---------------------------
              Total assets .........................$ 371,029,000 $ 345,411,000
                                                     ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------

LIABILITIES:
   Deposits:
      Noninterest-bearing ..........................$  47,175,000 $  44,430,000
      Interest-bearing .............................  222,397,000   217,416,000
                                                    ----------------------------
              Total deposits (Note 6) ..............  269,572,000   261,846,000
   Notes payable (Note 7) ..........................    6,869,000     7,250,000
   Securities sold under agreements to repurchase
      (Note 8) .....................................    4,626,000     5,645,000
   Federal Home Loan Bank advances (Note 8) ........   64,621,000    47,973,000
   Dividends payable ...............................      321,000       320,000
   Treasury tax and loan open note (Note 8) ........    2,211,000       163,000
   Other liabilities ...............................    1,616,000     1,905,000
                                                    ----------------------------
              Total liabilities ....................  349,836,000   325,102,000
                                                    ----------------------------

Commitments and Contingencies (Note 13)

Stockholders' Equity (Note 9):
   Preferred stock,  stated value of $1.00 per
      share; shares authorized 500,000; shares
      issued none ..................................          - -           - -
   Common stock, no par value; shares authorized
      6,000,000; shares issued 1,832,429 ...........      200,000       200,000
   Additional paid-in capital ......................    4,349,000     4,408,000
   Retained earnings ...............................   27,585,000    25,460,000
   Accumulated other comprehensive income (loss),
      net ..........................................     (649,000)      708,000
   Less cost of common shares acquired for the
      treasury, 1999, 295,728; 1998, 300,005 .......  (10,292,000)  (10,467,000)
                                                    ----------------------------
              Total stockholders' equity ...........   21,193,000    20,309,000
                                                    ----------------------------
              Total liabilities and stockholders'
                 equity ............................$ 371,029,000 $ 345,411,000
                                                    ============================

See Notes to Consolidated Financial Statements.




CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1999, 1998, and 1997

                                            1999          1998          1997
- --------------------------------------------------------------------------------
Interest income:
   Interest and fees on loans:
      Taxable ........................$  20,972,000 $  19,044,000 $  16,464,000
      Nontaxable .....................      155,000       176,000       224,000
   Interest and dividends on investment
      securities available for sale:
      Taxable ........................    2,742,000     2,633,000     3,246,000
      Nontaxable .....................      865,000       848,000       732,000
   Interest on federal funds sold and
      other overnight investments ....      392,000       870,000       480,000
   Other .............................        1,000        19,000        12,000
                                       -----------------------------------------
          Total interest income ......   25,127,000    23,590,000    21,158,000
                                       -----------------------------------------
Interest expense:
   Interest on deposits ..............    9,457,000     9,676,000     9,058,000
   Interest on notes payable .........      522,000       368,000           - -
   Interest on other borrowed funds ..    3,858,000     2,855,000     1,444,000
                                       -----------------------------------------
          Total interest expense .....   13,837,000    12,899,000    10,502,000
                                       -----------------------------------------
          Net interest income ........   11,290,000    10,691,000    10,656,000
Provision for loan losses (Note 4) ...      406,000       125,000         4,000
                                       -----------------------------------------
          Net interest income after
          provision for loan losses ..   10,884,000    10,566,000    10,652,000
                                       -----------------------------------------

Other income:
   Trust department ..................      351,000       343,000       328,000
   Service fees ......................    1,224,000     1,131,000       975,000
   Investment securities gains, net ..        4,000        18,000           - -
   Other .............................      443,000       383,000       393,000
                                       -----------------------------------------
          Total other income .........    2,022,000     1,875,000     1,696,000
                                       -----------------------------------------

Operating expenses:
   Salaries and employee benefits ....    4,577,000     4,323,000     4,276,000
   Occupancy expenses, net ...........      701,000       700,000       699,000
   Equipment expenses ................      628,000       604,000       472,000
   Office supplies, printing, and
      postage ........................      409,000       419,000       399,000
   Computer costs ....................      440,000       407,000       414,000
   Advertising and business
      promotion ......................      167,000       163,000       157,000
   Other operating expenses ..........    1,020,000     1,017,000     1,130,000
                                       -----------------------------------------
          Total operating expenses ...$   7,942,000 $   7,633,000 $   7,547,000
                                       -----------------------------------------
          Income before income taxes .$   4,964,000 $   4,808,000 $   4,801,000

Income taxes (Note 11) ...............    1,552,000     1,526,000     1,521,000
                                       -----------------------------------------
          Net income .................$   3,412,000 $   3,282,000 $   3,280,000
                                       =========================================

Weighted average common shares .......    1,531,391     1,628,447     1,758,883
Weighted average common and common
   equivalent shares, assuming
   dilution ..........................    1,531,391     1,628,447     1,801,022

Net income per common share (Note 12):

   Basic .............................$        2.23 $        2.02 $        1.86
                                       =========================================

   Diluted ...........................$        2.23 $        2.02 $        1.82
                                       =========================================

Dividends declared per share .........$        0.84 $        0.84 $        0.78
                                       =========================================

See Notes to Consolidated Financial Statements.








CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 1999, 1998, and 1997





                                                                   Common Stock        Additional
                                                             -----------------------    Paid-In     Retained
                                                               Number       Amount      Capital     Earnings
- ---------------------------------------------------------------------------------------------------------------
                                                                                            
Balance, December 31, 1996 ................................   1,800,000 $    200,000 $  3,872,000 $ 21,621,000
   Comprehensive income:
      Net income ..........................................         - -          - -          - -    3,280,000
      Other comprehensive income, net of tax,
        unrealized gains on securities available
        for sale, net of reclassification
        adjustment (Note 2) ...............................         - -          - -          - -          - -
              Comprehensive income

   Cash dividends declared, $.78 per share ................         - -          - -          - -   (1,379,000)
   Purchase of common stock for the treasury ..............         - -          - -          - -          - -
   Sale of common stock to the ESOP .......................       4,615          - -      120,000          - -
   Issuance of 95,590 shares upon exercise of stock
      options .............................................      27,814          - -      448,000          - -
                                                           ----------------------------------------------------
Balance, December 31, 1997 ................................   1,832,429 $    200,000 $  4,440,000 $ 23,522,000
   Comprehensive income:
      Net income ..........................................         - -          - -          - -    3,282,000
      Other comprehensive income, net of tax,
        unrealized gains on securities available for
        sale, net of reclassification adjustment (Note 2) .         - -          - -          - -          - -
              Comprehensive income
   Cash dividends declared, $.84 per share ................         - -          - -          - -   (1,344,000)
   Purchase of common stock for the treasury ..............         - -          - -          - -          - -
   Sale of common stock to the ESOP .......................         - -          - -      (32,000)         - -
   Other sales of common stock ............................         - -          - -          - -          - -
                                                           ----------------------------------------------------
Balance, December 31, 1998 ................................   1,832,429 $    200,000 $  4,408,000 $ 25,460,000
   Comprehensive income:
      Net income ..........................................         - -          - -          - -    3,412,000
      Other comprehensive (loss), net of tax,
        unrealized (losses) on securities available for
        sale, net of reclassification adjustment (Note 2) .         - -          - -          - -          - -
              Comprehensive income
   Cash dividends declared, $.84 per share ................         - -          - -          - -   (1,287,000)
   Purchase of common stock for the treasury ..............         - -          - -          - -          - -
   Sale of common stock to the ESOP .......................         - -          - -      (59,000)         - -
                                                           ----------------------------------------------------
Balance, December 31, 1999 ................................   1,832,429 $    200,000 $  4,349,000 $ 27,585,000
                                                           ====================================================




CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
Years Ended December 31, 1999, 1998 and 1997


                                                             Accumulated
                                                                Other
                                                               Compre-
                                                               hensive
                                                                Income         Treasury Stock         Compre-
                                                                            ---------------------     hensive
                                                                (Loss)       Number       Amount      Income        Total
                                                           -----------------------------------------------------------------
                                                                                                      
Balance, December 31, 1996 ................................$      81,000      59,452 $    576,000              $ 25,198,000
   Comprehensive income:
      Net income ..........................................         - -          - -          - - $  3,280,000    3,280,000
      Other comprehensive income, net of tax,
        unrealized gains on securities available
        for sale, net of reclassification
        adjustment (Note 2) ...............................     382,000          - -          - -      382,000      382,000
                                                                                                  -------------
              Comprehensive income ........................                                       $  3,662,000
                                                                                                  =============
   Cash dividends declared, $.78 per share ................         - -          - -          - -                (1,379,000)

   Purchase of common stock for the treasury ..............         - -        8,324      174,000                  (174,000)
   Sale of common stock to the ESOP .......................         - -          - -          - -                   120,000
   Issuance of 95,590 shares upon exercise of stock
      options .............................................         - -      (67,776)    (750,000)                1,198,000
                                                           ---------------------------------------             -------------
Balance, December 31, 1997 ................................$    463,000          - - $        - -              $ 28,625,000
   Comprehensive income:
      Net income ..........................................         - -          - -          - - $  3,282,000    3,282,000
      Other comprehensive income, net of tax,
        unrealized gains on securities available for
        sale, net of reclassification adjustment (Note 2) ..    245,000          - -          - -      245,000      245,000
                                                                                                  -------------
              Comprehensive income .........................                                      $  3,527,000
                                                                                                  =============
   Cash dividends declared, $.84 per share .................        - -          - -          - -                (1,344,000)
   Purchase of common stock for the treasury ...............        - -      308,199   10,753,000               (10,753,000)
   Sale of common stock to the ESOP ........................        - -       (8,064)    (282,000)                  250,000
   Other sales of common stock .............................        - -         (130)      (4,000)                    4,000
                                                            --------------------------------------             -------------
Balance, December 31, 1998 ................................$    708,000      300,005 $ 10,467,000              $ 20,309,000
   Comprehensive income:
      Net income ..........................................         - -          - -          - - $  3,412,000    3,412,000
      Other comprehensive (loss), net of tax,
        unrealized (losses) on securities available for
        sale, net of reclassification adjustment (Note 2) .  (1,357,000)         - -          - -   (1,357,000)  (1,357,000)
                                                                                                  -------------
              Comprehensive income ........................                                       $  2,055,000
                                                                                                  =============
   Cash dividends declared, $.84 per share ................         - -          - -          - -                (1,287,000)
   Purchase of common stock for the treasury ..............         - -        3,130       84,000                   (84,000)
   Sale of common stock to the ESOP .......................         - -       (7,407)    (259,000)                  200,000
                                                           ---------------------------------------             -------------
Balance, December 31, 1999 ................................$   (649,000)     295,728 $ 10,292,000              $ 21,193,000
                                                           =======================================             =============


See Notes to Consolidated Financial Statements.




IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999, 1998, and 1997


                                                          1999           1998           1997
- ------------------------------------------------------------------------------------------------------------
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .......................................$   3,412,000  $   3,282,000  $   3,280,000
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Proceeds from loans sold to FHLMC .............    2,093,000        925,000        572,000
      Loans underwritten for FHLMC ..................   (2,079,000)      (918,000)      (568,000)
      Gains on loans sold to FHLMC ..................      (14,000)        (7,000)        (4,000)
      Provision for loan losses .....................      406,000        125,000          4,000
      Investment securities gains, net ..............       (4,000)       (18,000)           - -
      Depreciation ..................................      639,000        631,000        520,000
      Deferred income taxes .........................     (125,000)        12,000         46,000
      Amortization of premiums and accretion
        of discounts on investment securities,
        net .........................................      131,000        134,000        188,000
      Changes in assets and liabilities:
        (Increase) in accrued interest receivable ...     (222,000)      (262,000)      (168,000)
        Net (increase) in other assets ..............     (137,000)      (271,000)      (267,000)
        Net increase (decrease) in other
           liabilities ..............................       37,000        (73,000)       (58,000)
                                                     --------------------------------------------
              Net cash provided by operating
              activities ............................    4,137,000      3,560,000      3,545,000
                                                     --------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net (increase) in interest-bearing deposits
      at financial institutions .....................      (20,000)       (48,000)       464,000
   Net (increase) in federal funds sold and
      other overnight deposits ......................   (3,245,000)    (2,760,000)    (2,532,000)
   Proceeds from sales, maturities, calls, and
      paydowns of available for sale securities .....   19,115,000     22,161,000     26,578,000
   Purchase of available for sale securities ........  (25,646,000)   (15,100,000)   (24,032,000)
   Net (increase) in loans ..........................  (17,080,000)   (41,760,000)   (25,249,000)
   Purchases of bank premises and equipment .........     (237,000)      (434,000)    (2,049,000)
                                                     --------------------------------------------
              Net cash (used in) investing
              activities ............................$ (27,113,000) $ (37,941,000) $ (26,820,000)
                                                     --------------------------------------------
CASH FLOWS  FROM  FINANCING ACTIVITIES:
   Net increase (decrease) in noninterest-
      bearing deposits ..............................$   2,745,000  $   6,218,000  $  (5,233,000)
   Net increase in interest-bearing deposits ........    4,981,000     12,846,000      9,663,000
   Proceeds from notes payable ......................      250,000      9,250,000            - -
   Repayment of notes payable .......................     (631,000)    (2,000,000)           - -
   Net increase (decrease) in securities sold
      under agreements to repurchase ................   (1,019,000)     1,386,000     (1,194,000)
   Net increase (decrease) in treasury tax and
      loan open note ................................    2,048,000     (1,293,000)      (488,000)
   Advances from Federal Home Loan Bank .............   20,300,000     22,650,000     20,900,000
   Payments of advances from Federal Home
      Loan Bank .....................................   (3,652,000)    (1,145,000)    (1,905,000)
   Cash dividends paid ..............................   (1,286,000)    (1,398,000)    (1,336,000)
   Purchases of common stock for the treasury .......      (84,000)   (10,753,000)      (174,000)
   Issuance of common stock .........................      200,000        254,000      1,318,000
                                                     --------------------------------------------
              Net cash provided by financing
              activities ............................   23,852,000     36,015,000     21,551,000
                                                     --------------------------------------------
              Net increase (decrease) in cash
              and due from banks ....................      876,000      1,634,000     (1,724,000)

Cash and due from banks:
   Beginning ........................................   14,273,000     12,639,000     14,363,000
                                                     --------------------------------------------
   Ending ...........................................$  15,149,000 $   14,273,000 $   12,639,000
                                                     ============================================
Supplemental Disclosures of Cash Flow
   Information, cash payments for:
   Interest .........................................$  13,743,000 $   12,965,000 $   10,460,000
   Income taxes .....................................    1,671,000      1,400,000      1,655,000

Supplemental Schedule of Noncash Investing
   and Financing  Activities,  change in
   accumulated other comprehensive income,
   unrealized gain (loss) on securities
   available for sale, net ..........................   (1,357,000)       245,000        382,000

See Notes to Consolidated Financial Statements.


IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL SSTATEMENTS

- --------------------------------------------------------------------------------
Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

   Iowa  First  Bancshares  Corp.  (the  "Company")  is a bank  holding  company
   headquartered in Muscatine,  Iowa. The Company owns the outstanding  stock of
   two national banks,  First National Bank of Muscatine and First National Bank
   in Fairfield.  First National Bank of Muscatine has a total of five locations
   in  Muscatine,  Iowa.  First  National Bank in Fairfield has two locations in
   Fairfield,  Iowa.  Each bank is engaged  in the  general  commercial  banking
   business and provides full service  banking to  individuals  and  businesses,
   including  checking,  savings and other deposit  accounts,  commercial loans,
   consumer loans, real estate loans, safe deposit  facilities,  transmitting of
   funds,  trust  services,  and such other  banking  services  as are usual and
   customary for commercial banks.

Significant accounting policies:

   Accounting  estimates:  The preparation of financial statements in conformity
   with generally accepted  accounting  principles  requires  management to make
   estimates  and  assumptions  that  affect the  reported  amount of assets and
   liabilities  and disclosure of contingent  assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and expenses
   during the reporting  period.  A significant  estimate which is  particularly
   susceptible to change in a short period of time relates to the  determination
   of the  allowance  for loan losses.  Actual  results  could differ from those
   estimates.

   Principles  of  consolidation:   The  accompanying   consolidated   financial
   statements   include  the  accounts  of  the  Company  and  its  wholly-owned
   subsidiaries,  First  National Bank of Muscatine  and First  National Bank in
   Fairfield (Banks). All material  intercompany  accounts and transactions have
   been eliminated in consolidation.

   Presentation  of cash flows:  For purposes of reporting cash flows,  cash and
   due from banks includes cash on-hand,  amounts due from banks, and cash items
   in  process  of  clearing.  Cash  flows  from  interest-bearing  deposits  at
   financial  institutions,  federal funds sold and other overnight investments,
   loans, deposits, securities sold under agreements to repurchase, and treasury
   tax and loan open note are reported net.

   Cash  and  due  from  banks:  The  Banks  are  required  by  federal  banking
   regulations to maintain certain cash and due from bank reserves.  The reserve
   requirement was approximately  $1,678,000 and $1,719,000 at December 31, 1999
   and 1998, respectively.

   Investment  securities available for sale:  Securities available for sale are
   accounted  for at fair value and the  unrealized  holding gains or losses are
   presented as a separate component of accumulated other comprehensive  income,
   net of their deferred income tax effect.

   Realized  gains and  losses,  determined  using  the  specific-identification
   method, are included in earnings.

   Declines in the fair value of individual  available-for-sale securities below
   their cost that are other than  temporary  would result in write-downs of the
   individual  securities to their fair value. The related  write-downs would be
   included in earnings as realized losses.

   Premiums and discounts are  recognized in interest  income using the interest
   method over the expected life of the security. There were no investments held
   to maturity or for trading purposes as of December 31, 1999 or 1998.

   Loans:  Loans are  stated  at the  amount of  unpaid  principal,  reduced  by
   unearned discount and an allowance for loan losses. The Banks record impaired
   loans at the present  value of expected  future cash flows  discounted at the
   loan's effective interest rate, or as an expedient,  at the loan's observable
   market price or the fair value of the  collateral  if the loan is  collateral
   dependent. A loan is impaired when it is probable the creditor will be unable
   to collect all contractual  principal and interest payments due in accordance
   with the terms of the loan agreement.  The Banks recognize interest income on
   impaired loans on a cash basis.



   The allowance for loan losses is maintained at the level considered  adequate
   by  management  of the Banks to  provide  for losses  that can be  reasonably
   anticipated.  The allowance is increased by  provisions  charged to operating
   expense and reduced by net  charge-offs.  In determining  the adequacy of the
   allowance balance the Banks make continuous evaluations of the loan portfolio
   and  related   off-balance  sheet  commitments,   consider  current  economic
   conditions, historical loan loss experience, review of specific problem loans
   and other factors.

   Unearned interest on discounted loans is amortized to income over the life of
   the loans,  using the  interest  method.  For all other  loans,  interest  is
   accrued  daily  on  the   outstanding   balances.   Accrual  of  interest  is
   discontinued on a loan when management believes, after considering collection
   efforts and other factors,  that the borrower's  financial  condition is such
   that  collection  of interest  is  doubtful.  Generally  this occurs when the
   collection of interest or principal has become 90 days past due.

   Direct loan  origination  fees and costs are generally being deferred and the
   net amounts  amortized  as an  adjustment  of the  related  loan's or lease's
   yield. The Banks generally  amortize these amounts over the contractual life.
   Commitment fees based upon a percentage of customers'  unused lines of credit
   and fees related to standby letters of credit are not significant.

   Bank premises and  equipment:  Bank premises and equipment are stated at cost
   less  accumulated  depreciation.  Depreciation  is computed  primarily by the
   straight-line method based on the estimated useful lives.

   Other  assets:  Other real estate  (ORE),  which is included in other assets,
   represents properties acquired through foreclosure,  in-substance foreclosure
   or other proceedings.  ORE is recorded at the lower of the amount of the loan
   or fair value of the properties.  Any write-down to fair value at the time of
   transfer  to ORE is charged to the  allowance  for loan  losses.  Property is
   evaluated  regularly to ensure that the  recorded  amount is supported by the
   current  fair  value.  Subsequent  write-downs  to fair value are  charged to
   earnings.

   Income taxes:  The Company files its tax return on a consolidated  basis with
   its subsidiary banks. The entities follow the direct  reimbursement method of
   accounting  for income taxes under which income taxes or credits which result
   from the subsidiary  banks' inclusion in the consolidated tax return are paid
   to or received from the parent company.

   Deferred taxes are provided on a liability method whereby deferred tax assets
   are recognized for deductible  temporary  differences  and operating loss and
   tax credit  carryforwards  and deferred tax  liabilities  are  recognized for
   taxable  temporary  differences.  Temporary  differences  are the differences
   between the reported  amounts of assets and  liabilities and their tax bases.
   Deferred tax assets are reduced by a valuation allowance when, in the opinion
   of  management,  it is more likely  than not that some  portion or all of the
   deferred tax assets will not be realized. Deferred tax assets and liabilities
   are  adjusted for the effects of changes in tax laws and rates on the date of
   enactment.

   Trust assets:  Trust assets (other than cash  deposits)  held by the Banks in
   fiduciary  or agency  capacities  for its  customers  are not included in the
   accompanying  consolidated  balance sheets since such items are not assets of
   the Banks.

   Earnings  per share:  Basic  earnings per share is arrived at by dividing net
   income by the weighted  average number of shares of common stock  outstanding
   for the  respective  period.  Diluted  earnings  per share is  arrived  at by
   dividing net income by the weighted average number of common stock and common
   stock equivalents outstanding for the respective period.

   Current accounting developments: The Financial Accounting Standards Board has
   issued  Statement No. 133 "Accounting for Derivative  Instruments and Hedging
   Activities"  which is  effective  for all  fiscal  quarters  of fiscal  years
   beginning  after June 15, 2000.  This  Statement  establishes  accounting and
   reporting standards for derivative instruments,  including certain derivative
   instruments  embedded  in other  contracts  and for  hedging  activities.  It
   requires  that an  entity  recognize  all  derivatives  as  either  assets or
   liabilities  in  the  statement  of  financial  position  and  measure  those
   instruments at fair value.  The accounting for changes in the fair value of a
   derivative  depends on the intended use of the  derivative  and the resulting
   designation.  Management  believes that adoption of this  Statement  will not
   have an effect on the consolidated financial statements.



Note 2.  Comprehensive Income

Comprehensive  income is defined as the  change in equity  during a period  from
transactions and other events from non-owner  sources.  Comprehensive  income is
the total of net income and other comprehensive income, which for the Company is
comprised  entirely of unrealized  gains and losses on securities  available for
sale.

Other comprehensive income is comprised
   as follows:

                                                           Tax
                                             Before      Expense       Net
                                              Tax       (Benefit)     of Tax
                                         ---------------------------------------
                                               Year Ended December 31, 1999
                                         ---------------------------------------
Unrealized (losses) on securities
   available for sale:
   Unrealized holding gains arising
      during  the year ..................$ (2,161,000) $ (807,000) $ (1,354,000)
   Less, reclassification adjustment for
      gains included in net income ......       4,000       1,000         3,000
                                         ---------------------------------------
         Other comprehensive (loss) .....$ (2,165,000) $ (808,000) $ (1,357,000)
                                         =======================================

                                               Year Ended December 31, 1998
                                         ---------------------------------------
Unrealized gains on securities available
   for sale:
   Unrealized holding gains arising
      during the year ...................$    410,000  $  154,000  $    256,000
   Less, reclassification adjustment for
      gains included in net income ......      18,000       7,000        11,000
                                         ---------------------------------------
         Other comprehensive income .....$    392,000 $   147,000  $    245,000
                                         =======================================

                                               Year Ended December 31, 1997
                                         ---------------------------------------
Unrealized gains on securities available
   for sale:
   Unrealized holding gains arising
      during the year ...................$    608,000 $   226,000  $    382,000
   Less, reclassification adjustment for
      gains included in net income ......         - -         - -           - -
                                         ---------------------------------------
         Other comprehensive income .....$    608,000 $   226,000  $    382,000
                                         =======================================

Note 3.  Investment Securities Available For Sale

The amortized cost and fair value of investment securities available for sale as
of December 31, 1999 and 1998 are summarized as follows:

                                             Gross       Gross
                               Amortized  Unrealized   Unrealized      Fair
                                  Cost       Gains       Losses        Value
                              --------------------------------------------------
                                              December 31, 1999
                              --------------------------------------------------

U.S. Treasury securities .....$  8,007,000 $   16,000 $    (52,000) $  7,971,000
U.S. government agencies .....  26,769,000     33,000     (666,000)   26,136,000
Mortgage-backed securities ...   1,782,000        - -      (25,000)    1,757,000
State and political
   subdivisions ..............  19,197,000     70,000     (350,000)   18,917,000
Corporate obligations,
   including stock ...........   8,230,000      1,000      (62,000)    8,169,000
                              --------------------------------------------------
                              $ 63,985,000 $  120,000 $ (1,155,000) $ 62,950,000
                              ==================================================



                                                 December 31, 1998
                              --------------------------------------------------

U.S. Treasury securities .....$ 11,500,000 $  212,000 $        - -  $ 11,712,000
U.S. government agencies .....  17,732,000    286,000       (4,000)   18,014,000
Mortgage-backed securities ...   4,135,000     47,000       (1,000)    4,181,000
State and political
   subdivisions ..............  18,083,000    562,000       (4,000)   18,641,000
Corporate obligations,
   including stock ...........   6,131,000     32,000          - -     6,163,000
                              --------------------------------------------------
                              $ 57,581,000 $1,139,000 $     (9,000) $ 58,711,000
                              ==================================================

The amortized cost and fair value of investment securities available for sale as
of December  31,  1999,  by  contractual  maturity,  are shown  below.  Expected
maturities may differ from contractual maturities for mortgage-backed securities
because the  mortgages  underlying  the  securities  may be prepaid  without any
penalties.  Therefore,  these  securities  are  not  included  in  the  maturity
categories in the following summary.  Stocks are also excluded from the maturity
categories as there is no fixed maturity date.

                                                       Amortized        Fair
                                                          Cost          Value
                                                     ---------------------------
Securities available for sale:
   Due in one year or less ..........................$   9,842,000 $   9,833,000
   Due after one year through five years ............   32,182,000    31,564,000
   Due after five years through ten years ...........   12,728,000    12,481,000
   Due after ten years ..............................    3,994,000     3,858,000
                                                     ---------------------------
                                                        58,746,000    57,736,000
   Mortgage-backed securities .......................    1,782,000     1,757,000
   Stock ............................................    3,457,000     3,457,000
                                                     ---------------------------
                                                     $  63,985,000 $  62,950,000
                                                     ===========================

Investment securities with a carrying value of $18,429,000 and $18,085,000 as of
December  31,  1999 and 1998,  respectively,  are  pledged  on public  deposits,
securities  sold under  agreements to  repurchase,  trust deposits and for other
purposes as required or permitted by law.

Proceeds  from the sale of securities  available  for sale were $503,000  during
1999; $2,199,000 during 1998; and $7,125,000 during 1997. Gross gains and losses
realized  on sales in 1999 were $4,000 and none,  respectively.  Gross gains and
losses  realized on sales in 1998 were $21,000 and $3,000,  respectively.  Gross
gains and losses realized on sales in 1997 were $7,000 and $7,000, respectively.

Note 4.  Loans

The composition of loans is summarized as follows:

                                                           December 31,
                                                  -----------------------------
                                                       1999           1998
                                                  -----------------------------

Commercial .......................................$ 101,079,000  $  94,724,000
Agricultural .....................................   27,810,000     26,685,000
Real estate:
   Construction ..................................    3,708,000      2,598,000
   Mortgage ......................................  105,068,000     95,535,000
   Tax exempt, mortgage ..........................    2,581,000      2,337,000
Installment ......................................   29,814,000     31,268,000
Other ............................................       63,000        100,000
                                                  -----------------------------
              Total loans ........................  270,123,000    253,247,000
Less:
   Allowance for loan losses .....................    3,091,000      2,787,000
   Unearned discount .............................       40,000        142,000
                                                  -----------------------------
                                                  $ 266,992,000  $ 250,318,000
                                                  =============================



Loans considered to be impaired are as follows:

                                                           December 31,
                                                  -----------------------------
                                                       1999           1998
                                                  -----------------------------

Impaired loans for which an allowance
   has been provided .............................$     367,000  $     338,000
Impaired loans for which no allowance
   has been provided .............................      136,000        319,000
                                                  -----------------------------
      Total loans determined to be impaired ......$     503,000  $     657,000
                                                  =============================
Allowance provided for impaired loans, included
   in the allowance for loan losses ..............$      80,000  $      95,000
                                                  =============================

The  average  recorded  investment  in impaired  loans  during 1999 and 1998 was
$571,000  and  $854,000,  respectively.  Interest  income on  impaired  loans of
$23,000, $20,000, and $12,000 was recognized for cash payments received in 1999,
1998, and 1997, respectively.

Nonaccruing  loans totaled  $503,000 and $657,000 at December 31, 1999 and 1998,
respectively.  Interest  income in the amount of $42,000,  $54,000,  and $90,000
would have been earned on the nonaccrual loans had they been performing loans in
accordance  with their  original terms during the years ended December 31, 1999,
1998,  and 1997,  respectively.  The interest  collected on loans  designated as
nonaccrual  loans and included in income for the years ended  December 31, 1999,
1998, and 1997 totaled $23,000, $20,000, and $12,000, respectively.

Changes in the allowance for loan losses are summarized as follows:

                                                   Year Ended December 31,
                                            ------------------------------------
                                                1999        1998        1997
                                            ------------------------------------
Beginning balance ..........................$ 2,787,000 $ 2,604,000 $ 2,803,000
   Provisions charged to expense ...........    406,000     125,000       4,000
   Recoveries ..............................    227,000     250,000      80,000
                                            ------------------------------------
                                              3,420,000   2,979,000   2,887,000
   Loans charged off .......................    329,000     192,000     283,000
                                            ------------------------------------
Ending balance .............................$ 3,091,000 $ 2,787,000 $ 2,604,000
                                            ====================================

The Company  retains  mortgage  loan  servicing on loans sold into the secondary
market which are not included in the accompanying  consolidated  balance sheets.
The unpaid principal  balance on these loans was $9,739,000 and $9,672,000 as of
December 31, 1999 and 1998,  respectively.  Custodial escrow balances maintained
in  connection  with these  loans were  approximately  $76,000 and $67,000 as of
December 31, 1999 and 1998, respectively. All loans sold are without recourse.

Note 5.  Bank  Premises  and  Equipment

Bank  premises  and  equipment  are summarized as follows:

                                              Years of
                                               Useful
                                               Lives           December 31,
                                             -----------------------------------
                                                            1999        1998
                                                       -------------------------
Bank premises (including land of
   $631,000 each year) ......................  10-40    $ 6,934,000 $ 6,970,000
Leasehold improvements ......................   5-15        201,000     201,000
Furniture and equipment .....................   5-15      2,442,000   2,256,000
                                                       -------------------------
                                                          9,577,000   9,427,000
Accumulated depreciation ....................             4,121,000   3,569,000
                                                       -------------------------
                                                        $ 5,456,000 $ 5,858,000
                                                       =========================



Note 6.  Deposits

The composition of deposits is summarized as follows:

                                                            December 31,
                                                  ------------------------------
                                                        1999           1998
                                                  ------------------------------

Demand ...........................................$   86,951,000 $   84,351,000
NOW accounts .....................................    32,521,000     36,062,000
Savings ..........................................    20,642,000     21,965,000
Time certificates ................................   129,458,000    119,468,000
                                                  ------------------------------
                                                  $  269,572,000 $  261,846,000
                                                  ==============================

Included in interest-bearing deposits are certificates of deposit with a minimum
denomination of $100,000 totaling $35,421,000 and $28,508,000 as of December 31,
1999 and 1998, respectively.  Maturities of these certificates are summarized as
follows:

                                                            December 31,
                                                  ------------------------------
                                                        1999           1998
                                                  ------------------------------
One to three months ..............................$   13,654,000 $    9,818,000
Three to six months ..............................     9,200,000      5,839,000
Six to twelve months .............................     7,649,000      7,230,000
Over twelve months ...............................     4,918,000      5,621,000
                                                  ------------------------------
                                                  $   35,421,000 $   28,508,000
                                                  ==============================

At December 31, 1999, the scheduled  maturities of all  certificates  of deposit
are as follows:

   Year ending December 31:
      2000 ..............................             $ 98,029,000
      2001 ..............................               24,683,000
      2002 ..............................                4,667,000
      2003 ..............................                1,263,000
      2004 ..............................                  406,000
      2005 and thereafter ...............                  410,000
                                                      ------------
                                                      $129,458,000
                                                      ============

Note 7.  Notes Payable Notes payable are summarized as follows:

                                                             December 31,
                                                        ------------------------
                                                            1999        1998
                                                        ------------------------
Term note payable to a bank, interest fixed for
   three years at 1.5% plus adjusted interbank
   rate (7.41% as of December 31, 1999), due
   May 4, 2002, with quarterly principal and
   interest payments of $77,000, secured by
   stock of subsidiary banks of the Company ............$ 1,919,000 $ 1,750,000
Term note payable to a bank, interest fixed for
   five years at 1.75% plus rate of five-year
   U.S. Treasury note (7.36% as of December 31,
   1999), due May 4, 2003, with annual principal
   installments of $550,000, secured by stock of
   subsidiary banks of the Company .....................  4,950,000   5,500,000
                                                        ------------------------
                                                        $ 6,869,000 $ 7,250,000
                                                        ========================

The notes  payable  include  certain  restrictive  covenants.  The Company is in
compliance  with these  covenants as of December  31,  1999.  For the year ended
December 31,  1998,  the Company was in  compliance  or the  covenants  had been
waived as of March 1, 1999.

Notes payable are due as follows:

   Year ending December 31:
      2000 ..............................             $    718,000
      2001 ..............................                  732,000
      2002 ..............................                2,119,000
      2003 ..............................                3,300,000
                                                      ------------
                                                      $  6,869,000
                                                      ============



Note 8.  Other Borrowed Funds Other borrowed funds consist of the following:

                                                            December 31,
                                                    ----------------------------
                                                         1999          1998
                                                    ----------------------------
Securities sold under agreements to repurchase .....$   4,626,000 $   5,645,000
Federal Home Loan Bank advances ....................   64,621,000    47,973,000
Treasury tax and loan open note ....................    2,211,000       163,000

The treasury tax and loan open note  represents  overnight  borrowings  from the
Federal Reserve Bank system.  The securities sold under agreements to repurchase
represent  agreements with customers of the Banks which are collateralized  with
securities  of the Banks held by the Federal  Home Loan Bank of Des Moines.  The
Federal Home Loan Bank may sell,  loan, or otherwise  dispose of such securities
to other  parties in the normal  course of their  operations  with prior written
approval  of the  Banks,  and have  agreed to resell to the Banks  substantially
identical securities at the maturities of the agreements.  At December 31, 1999,
all but $757,000 of the securities  sold under  agreements to repurchase  mature
within twelve months, with $757,000 maturing June 30, 2001.

The  average  and maximum  amount  outstanding  along with the rates of interest
related to securities sold under agreements to repurchase are as follows:

                                                         1999          1998
                                                    ----------------------------
Daily average amount outstanding during the year ...$   4,988,000 $   5,412,000
Maximum outstanding as of any month end ............    6,063,000     6,388,000
Weighted average interest rate during the year .....         4.84%         5.02%
Weighted average interest rate at the end of the
   year ............................................         4.99%         4.87%
Securities underlying the agreements at the end of
   the year:
   Carrying value ..................................$    8,045,000 $ 10,698,000
   Fair value ......................................     8,045,000   10,698,000

Advances  from the Federal Home Loan Bank as of December 31, 1999 bear  interest
and are due as follows:

                                                Interest Rate     Balance Due
                                              ----------------------------------
    Year ending December 31:
       2000 .............................        5.70% - 6.73%    $ 7,650,000
       2001 .............................        5.32% - 7.09%      5,100,000
       2002 .............................        6.02% - 7.13%      6,950,000
       2003 .............................        5.52% - 6.67%      4,250,000
       2004 .............................        5.57% - 7.00%      4,350,000
       2005 and thereafter ..............        5.00% - 7.39%     36,321,000
                                                                 -------------
                                                                  $64,621,000
                                                                 =============

Nearly all of the advances  maturing in 2005 and  thereafter  have options which
allow the Company the right, but not the obligation,  to "put" the advances back
to the Federal Home Loan Bank.

As of December 31, 1998  advances  from the Federal Home Loan Bank in the amount
of $47,973,000  had interest rates between 5.00% and 7.39% and various  maturity
dates between 1999 and 2013.

First mortgage loans of approximately $91,181,000 and $61,995,000 as of December
31, 1999 and 1998, respectively,  are pledged as collateral on Federal Home Loan
Bank advances.

Note 9.  Regulatory Matters

The Company and Banks  ("Entities")  are subject to various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory,  and possibly
additional discretionary,  actions by regulators that, if undertaken, could have
a direct material effect on the Entities'  financial  statements.  Under capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the Entities must meet specific  capital  guidelines  that involve  quantitative
measures of the Entities'  assets,  liabilities,  and certain  off-balance-sheet
items as calculated under regulatory accounting practices. The Entities' capital
amounts and  classification  are also  subject to  qualitative  judgments by the
regulators about components, risk weightings, and other factors.



Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the  Entities to maintain  minimum  amounts and ratios (set forth in the
table  below) of total and Tier I capital  (as  defined in the  regulations)  to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as  defined).  Management  believes,  as of December 31, 1999,  that the
Entities meet all capital adequacy requirements to which they are subject.

As of December 31,  1999,  the most recent  notification  from the Office of the
Comptroller  of the Currency  (OCC)  categorized  the Banks as well  capitalized
under the regulatory  framework for prompt corrective action. As of December 31,
1999 the Company is categorized as adequately capitalized.  To be categorized as
adequately or well capitalized the Company and Banks must maintain minimum total
risk-based,  Tier I risk-based,  and Tier I leverage  ratios as set forth in the
table.  There are no  conditions  or  events  since  the OCC  notification  that
management believes have changed the Banks or Company's category.

The Company and Banks'  actual  capital  amounts and ratios are presented in the
following table.


                                                                                             To be Well
                                                                                          Capitalized under
                                                                       For Capital        Prompt Corrective
                                                 Actual             Adequacy Purposes     Action Provisions
                                         ------------------------ --------------------- ----------------------
                                             Amount      Ratio      Amount      Ratio       Amount      Ratio
                                         ---------------------------------------------------------------------
                                                                                       
As of December 31, 1999
Total Capital (to Risk Weighted Assets):
   Consolidated .........................$ 24,394,000     9.5%   $ 20,491,000   >8.0%     $25,614,000     >10.0%
   First National Bank of Muscatine .....  22,959,000    12.4      14,802,000   >8.0       18,502,000     >10.0
   First National Bank in Fairfield .....   8,394,000    12.0       5,612,000   >8.0        7,014,000     >10.0

Tier 1 Capital (to Risk Weighted Assets):
   Consolidated .........................  21,303,000     8.3      10,246,000   >4.0       15,369,000     >6.0
   First National Bank of Muscatine .....  20,645,000    11.2       7,401,000   >4.0       11,102,000     >6.0
   First National Bank in Fairfield .....   7,703,000    11.0       2,806,000   >4.0        4,209,000     >6.0

Tier 1 Capital (to Average Assets):
   Consolidated .........................  21,303,000     5.8      14,681,000   >4.0       18,351,000     >5.0
   First National Bank of Muscatine .....  20,645,000     7.6      10,834,000   >4.0       13,543,000     >5.0
   First National Bank in Fairfield .....   7,703,000     8.0       3,835,000   >4.0        4,794,000     >5.0


As of December 31, 1998
Total Capital (to Risk Weighted Assets):
   Consolidated .........................$ 21,793,000     9.1%   $ 19,069,000   >8.0%     $23,836,000     >10.0%
   First National Bank of Muscatine .....  21,224,000    12.5      13,612,000   >8.0       17,015,000     >10.0
   First National Bank in Fairfield .....   7,810,000    11.7       5,360,000   >8.0        6,699,000     >10.0

Tier 1 Capital (to Risk Weighted Assets):
   Consolidated .........................  19,006,000     8.0       9,534,000   >4.0       14,302,000     >6.0
   First National Bank of Muscatine .....  19,095,000    11.2       6,806,000   >4.0       10,209,000     >6.0
   First National Bank in Fairfield .....   7,301,000    10.9       2,680,000   >4.0        4,019,000     >6.0

Tier 1 Capital (to Average Assets):
   Consolidated .........................  19,006,000     5.6      13,697,000   >4.0       17,121,000     >5.0
   First National Bank of Muscatine .....  19,095,000     7.7       9,906,000   >4.0       12,383,000     >5.0
   First National Bank in Fairfield .....   7,301,000     7.7       3,771,000   >4.0        4,714,000     >5.0


Current banking law limits the amount of dividends banks can pay. As of December
31,  1999,  amounts  available  for payment of  dividends  were  $4,685,000  and
$580,000  for  First  National  Bank of  Muscatine  and First  National  Bank in
Fairfield, respectively.  Regardless of formal regulatory restrictions the Banks
may not pay dividends  which would result in their capital  levels being reduced
below the minimum requirements shown above.




Note 10.  Employee Benefits

The Company and bank subsidiaries  sponsor an Employee Stock Ownership Plan with
401(k)  provisions.  This plan owns 92,847  shares of the Company as of December
31, 1999 and covers  substantially  all employees who have worked at least 1,000
hours any year. An employee,  upon termination of employment,  has the option of
retaining ownership of shares vested pursuant to the plan or selling such shares
to the  Company.  The  Company and  subsidiary  banks match 50% of the amount an
employee  contributes to the plan up to a maximum of 6% of the  employee's  pay.
Additionally,   the  Company  and  subsidiary  banks  may  make  profit  sharing
contributions to the plan which are allocated to the accounts of participants in
the plan on the basis of total relative  compensation.  The amounts expensed for
the years ended December 31, 1999, 1998, and 1997 were $302,000,  $294,000,  and
$279,000, respectively.


Note 11.  Income Taxes

The components of income tax expense are as follows:

                                                   Year Ended December 31,
                                            ------------------------------------
                                                1999        1998        1997
                                            ------------------------------------

Currently paid or payable ..................$ 1,677,000 $ 1,514,000 $ 1,475,000
Deferred income taxes ......................   (125,000)     12,000      46,000
                                            ------------------------------------
                                            $ 1,552,000 $ 1,526,000 $ 1,521,000
                                            ====================================

Income tax expense  differs  from the amount  computed  by applying  the federal
income tax rate to income before income taxes.  The reasons for this  difference
are as follows:


                                                        Year Ended December 31,
                                 ------------------------------------------------------------------
                                            1999                 1998                 1997
                                 ------------------------------------------------------------------
                                                 % Of                 % Of                 % Of
                                      Dollar    Pretax     Dollar    Pretax     Dollar    Pretax
                                      Amount    Income     Amount    Income     Amount    Income
                                -------------------------------------------------------------------
                                                                          
Computed "expected"
   income tax expense ..........   $ 1,737,000   35.0%  $ 1,683,000   35.0%  $ 1,680,000   35.0%
Effect of graduated tax rate ...       (50,000)  (1.0)      (48,000)  (1.0)      (48,000)  (1.0)
Tax exempt interest and
   dividend income, net ........      (314,000)  (6.3)     (315,000)  (6.6)     (295,000)  (6.1)
State income taxes, net ........       164,000    3.3       159,000    3.3       158,000    3.3
Other ..........................        15,000    0.3        47,000    1.0        26,000    0.5
                                -------------------------------------------------------------------
                                   $ 1,552,000   31.3%  $ 1,526,000   31.7%  $ 1,521,000   31.7%
                                ===================================================================


Net  deferred  taxes,  included  in other  assets  or other  liabilities  on the
consolidated balance sheets,  consist of the following components as of December
31:

                                                         1999          1998
                                                   -----------------------------
Deferred tax assets:
   Allowance for loan losses .......................$     380,000 $     237,000
   Other real estate owned .........................       13,000        19,000
   Securities available for sale ...................      386,000           - -
                                                    ----------------------------
                                                          779,000       256,000
                                                    ----------------------------
Deferred tax liabilities:
   Securities available for sale ...................          - -      (422,000)
   Bank premises and equipment .....................     (102,000)      (97,000)
   Unrealized bond accretion .......................      (16,000)       (9,000)
   Net deferred loan origination fees ..............      (54,000)      (54,000)
                                                    ----------------------------
                                                         (172,000)     (582,000)
                                                    ----------------------------
      Net deferred tax assets (liabilities) ........$     607,000 $    (326,000)
                                                    ============================



The net change in 1999 and 1998  deferred  income  taxes  includes  $808,000 and
$147,000, respectively, which is reflected in stockholders' equity.

Note 12.  Earnings Per Share

The  following  information  was used in the  computation  of basic and  diluted
earnings per share:

                                                   Year Ended December 31,
                                             -----------------------------------
                                                1999        1998        1997
                                             -----------------------------------

Basic and diluted earnings, net income ......$ 3,412,000 $ 3,282,000 $ 3,280,000
                                             -----------------------------------

Weighted average common shares outstanding ..  1,531,391   1,628,447   1,758,883
Weighted average common shares issuable upon
   conversion of stock options ..............        - -         - -      42,139
                                             -----------------------------------
      Weighted average common and common
      equivalent shares .....................  1,531,391   1,628,447   1,801,022
                                             ===================================

Note 13.  Commitments and Contingencies

Financial  instruments  with  off-balance-sheet  risk:  The Banks are parties to
financial instruments with  off-balance-sheet  risk made in the normal course of
business  to meet  the  financing  needs  of their  customers.  These  financial
instruments  include commitments to extend credit and standby letters of credit.
These instruments  involve, to varying degrees,  elements of credit and interest
rate risk in excess of the amount recognized in the balance sheets.

The Banks' exposure to credit loss in the event of  nonperformance  by the other
party to the financial  instrument for  commitments to extend credit and standby
letters  of  credit  is  represented  by  the   contractual   amounts  of  those
instruments.  The Banks use the same credit  policies in making  commitments and
conditional obligations as they do for on-balance-sheet instruments.

                                                            December 31,
                                                    ----------------------------
                                                         1999          1998
                                                    ----------------------------
Financial instruments whose contract amounts
   represent credit risk:
   Commitments to extend credit ................... $ 34,986,000  $ 32,556,000
   Standby letters of credit ......................      992,000     1,470,000

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon  and some of the  commitments  will be sold to other
financial  intermediaries  if drawn upon,  the total  commitment  amounts do not
necessarily  represent  future  cash  requirements.   The  Banks  evaluate  each
customer's credit worthiness on a case-by-case basis.

Standby  letters of credit are  conditional  commitments  issued by the Banks to
guarantee the performance of a customer to a third-party.  Those  guarantees are
primarily issued to support public and private borrowing arrangements and extend
for no more than one year. The credit risk involved in issuing letters of credit
is  essentially  the same as that  involved  in  extending  loan  facilities  to
customers.

Concentration  of credit risk:  The Banks grant  commercial,  real  estate,  and
installment  loans to customers in the Banks' primary market area which includes
Muscatine  and  Jefferson  Counties  in Iowa.  The Banks have  diversified  loan
portfolios,  as set forth in Note 4. The  distribution  of commitments to extend
credit and standby  letters of credit  approximates  the  distribution  of loans
outstanding.  The Banks'  policies for requiring  collateral are consistent with
prudent   lending   practices   and   anticipate   the  potential  for  economic
fluctuations.  Collateral varies but may include accounts receivable, inventory,
property and equipment,  residential real estate properties and income producing
commercial  properties.  It is  the  policy  of  the  Banks  to  file  financing
statements and mortgages covering collateral pledged.

Contingencies:  In the normal  course of  business,  the Banks are  involved  in
various legal proceedings. In the opinion of management, any liability resulting
from such proceedings  would not have a material adverse effect on the Company's
financial statements.


Note 14.  Related Party Matters

Senior officers and directors of the Company and the Banks, principal holders of
equity securities of the Company and their associates were indebted to the Banks
for loans made in the ordinary course of business. As of December 31, 1999, none
of these loans are classified as nonaccrual, past due, or restructured.

The activity in such loans during the years ended  December 31, 1999 and 1998 is
as follows:

                                                         1999          1998
                                                    ----------------------------

Balance, beginning ................................ $  8,692,000  $  7,473,000
   Additions ......................................   13,240,000    11,773,000
   Deductions (payments) ..........................  (12,582,000)  (10,554,000)
                                                    ----------------------------
Balance, ending ................................... $  9,350,000  $  8,692,000
                                                    ============================


Note 15.  Fair Value of Financial Instruments

FASB Statement No. 107 "Disclosures  about Fair Value of Financial  Instruments"
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the  discount  rate and  estimates  of future cash flows.  In that  regard,  the
derived  fair  value  estimates   cannot  be   substantiated  by  comparison  to
independent  markets  and,  in many cases,  could not be  realized in  immediate
settlement  of the  instrument.  Statement  No. 107 excludes  certain  financial
instruments and all nonfinancial  instruments from its disclosure  requirements.
Accordingly,  the aggregate  fair value  amounts  presented do not represent the
underlying value of the Company.

The  following  methods  and  assumptions  were used in  estimating  fair  value
disclosures for financial instruments in the table below:

   Cash  and  due  from  banks  and   interest-bearing   deposits  at  financial
   institutions:   The   carrying   value  for  cash  and  due  from  banks  and
   interest-bearing deposits at financial institutions equal their fair values.

   Investment   securities  available  for  sale:  Fair  values  for  investment
   securities  available  for sale are  based on  quoted  market  prices,  where
   available.  If quoted market prices are not available,  fair values are based
   on quoted market prices of comparable instruments.

   Federal funds sold and other  overnight  investments:  The carrying value for
   federal funds sold and other overnight investments equal their fair value.

   Loans:  For  variable-rate   loans  that  reprice   frequently  and  with  no
   significant  change in credit risk, fair values are based on carrying values.
   The  fair  values  for  certain  mortgage  loans  (i.e.,  one-to-four  family
   residential)  are based on quoted  market  prices of  similar  loans  sold in
   conjunction  with  securitization  transactions,  adjusted for differences in
   loan characteristics.  The fair values for other loans (i.e., commercial real
   estate and rental property  mortgage loans,  commercial and industrial loans,
   and  agricultural  loans) are estimated using  discounted cash flow analyses,
   using interest rates  currently being offered for loans with similar terms to
   borrowers of similar credit quality.

   Accrued  interest  receivable  and  payable:  The  carrying  value of accrued
   interest receivable and payable represents its fair value.

   Deposits:  Fair values for demand  deposits  (i.e.,  interest and noninterest
   checking,  passbook savings, and certain types of money market accounts) are,
   by  definition,  equal to the amount  payable on demand at the reporting date
   (i.e.,  their carrying amounts).  Fair values for fixed-rate  certificates of
   deposit are estimated using a discounted cash flow  calculation  that applies
   interest  rates  currently  being  offered on  certificates  to a schedule of
   aggregated expected monthly maturities of time deposits.

   Notes  payable:  For variable rate notes  payable,  the carrying  amount is a
   reasonable estimate of fair value. For fixed rate notes payable,  fair values
   are estimated using a discounted cash flow  calculation that applies interest
   rates currently being offered on similar borrowings.



   Securities sold under agreements to repurchase and treasury tax and loan open
   note: For such  short-term  instruments,  the carrying amount is a reasonable
   estimate of fair value.

   Federal Home Loan Bank advances: The fair value is estimated using discounted
   cash flow analysis,  employing  interest rates  currently being quoted by the
   Federal Home Loan Bank.

   Commitments to extend credit and standby letters of credit: The fair value of
   commitments  is  estimated  using the fees  currently  charged  to enter into
   similar agreements, taking into account the remaining terms of the agreements
   and the present  creditworthiness of the counterparties.  For fixed-rate loan
   commitments,  fair value also considers the difference between current levels
   of  interest  rates and the  committed  rates.  The fair  value of letters of
   credit is based on fees  currently  charged for similar  agreements or on the
   estimated cost to terminate them or otherwise settle the obligations with the
   counterparties at the reporting date. As of December 31, 1999 and 1998, these
   items are immaterial in nature.

Note 15.  Fair Value of Financial Instruments (Continued)

   The carrying amounts and fair values of financial instruments at December 31,
   1999 and 1998 are summarized as follows:

                                                    Carrying Amounts             Fair   Values
                                              ---------------------------------------------------------
                                                   1999          1998          1999          1998
                                              ---------------------------------------------------------
                                                                                 
Financial Assets:
   Cash and due from banks ...............  $   15,149,000 $  14,273,000 $  15,149,000 $  14,273,000
   Interest-bearing deposits at
      financial institutions .............         155,000       135,000       155,000       135,000
   Investment securities .................      62,950,000    58,711,000    62,950,000    58,711,000
   Federal funds sold ....................      15,800,000    12,555,000    15,800,000    12,555,000
   Loans, net of allowance ...............     266,992,000   250,318,000   256,701,000   247,140,000
   Accrued interest receivable ...........       2,985,000     2,763,000     2,985,000     2,763,000

Financial Liabilities:
   Deposits ..............................  $  269,572,000 $ 261,846,000 $ 266,029,000 $ 259,073,000
   Notes payable .........................       6,869,000     7,250,000     6,694,000     7,250,000
   Securities sold under
      agreements to repurchase ...........       4,626,000     5,645,000     4,626,000     5,645,000
   Federal Home Loan Bank
      advances ...........................      64,621,000    47,973,000    61,548,000    49,320,000
   Treasury tax and loan open
      note ...............................       2,211,000       163,000     2,211,000       163,000
   Accrued interest payable ..............         989,000       895,000       989,000       895,000





Note 16.  Parent Company Only Condensed Financial Information

The following is condensed financial information of Iowa First Bancshares Corp.
(parent company only):
- --------------------------------------------------------------------------------
                                 BALANCE SHEETS
                              (Parent Company Only)

                                                               December 31,
                                                    ----------------------------
ASSETS                                                    1999             1998
                                                    ----------------------------
Cash ...............................................$     406,000 $     491,000
Investment in subsidiaries .........................   28,238,000    27,699,000
Other assets .......................................       62,000        37,000
                                                    ----------------------------
              Total assets .........................$  28,706,000 $  28,227,000
                                                    ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY
 LIABILITIES:
   Notes payable ...................................$   6,869,000 $   7,250,000
   Other liabilities ...............................      644,000       668,000
                                                    ----------------------------
                                                        7,513,000     7,918,000
                                                    ----------------------------

 STOCKHOLDERS' EQUITY:
   Common stock ....................................      200,000       200,000
   Additional paid-in capital ......................    4,349,000     4,408,000
   Retained earnings ...............................   27,585,000    25,460,000
                                                    ----------------------------
                                                       32,134,000    30,068,000
   Accumulated other comprehensive income (loss),
      net ..........................................     (649,000)      708,000
   Less cost of common shares acquired for the
      treasury .....................................  (10,292,000)  (10,467,000)
                                                    ----------------------------
         Total stockholders' equity ................   21,193,000    20,309,000
                                                    ----------------------------
         Total liabilities and stockholders'
            equity ................................. $ 28,706,000 $  28,227,000
                                                    ============================

                              STATEMENTS OF INCOME
                              (Parent Company Only)

                                                   Year Ended December 31,
                                            ------------------------------------
                                                1999        1998        1997
                                            ------------------------------------
Operating revenue:
   Dividends received from subsidiaries ....$ 2,050,000 $ 3,100,000 $   800,000
   Management fees and other income ........    280,000     323,000     356,000
                                            ------------------------------------
      Total operating revenue ..............  2,330,000   3,423,000   1,156,000
Interest expense ...........................    522,000     368,000         - -
Operating expenses .........................    667,000     687,000     659,000
                                            ------------------------------------
      Income before income tax (credits),
      and equity in subsidiaries'
      undistributed net income .............  1,141,000   2,368,000     497,000
Applicable income tax (credits) ............   (375,000)   (319,000)   (180,000)
                                            ------------------------------------
                                              1,516,000   2,687,000     677,000
Equity in subsidiaries' undistributed net
   income ..................................  1,896,000     595,000   2,603,000
                                            ------------------------------------
         Net income ........................$ 3,412,000 $ 3,282,000 $ 3,280,000
                                            ====================================




                            STATEMENTS OF CASH FLOWS
                              (Parent Company Only)

                                                   Year Ended December 31,
                                            ------------------------------------
                                                1999        1998        1997
                                            ------------------------------------
CASH FLOWS from OPERATING ACTIVITIES
   Net income ..............................$ 3,412,000 $ 3,282,000 $ 3,280,000
   Adjustments to reconcile net income to
      net cash provided by operating
      activities:
      Equity in subsidiaries' undistributed
        net income ......................... (1,896,000)   (595,000) (2,603,000)
      Amortization and depreciation ........     13,000      13,000      10,000
      Change in assets and liabilities:
        (Increase) decrease in other
           assets ..........................    (10,000)     17,000      (7,000)
        Increase (decrease) in other
           liabilities .....................    (23,000)    (36,000)   (101,000)
                                            ------------------------------------
              Net cash provided by operating
              activities ...................  1,496,000   2,681,000     579,000
                                            ------------------------------------

CASH FLOWS (USED IN) INVESTING Activities,
   purchases of other assets ...............    (29,000)        - -     (26,000)
                                            ------------------------------------

CASH FLOWS from FINANCING Activities
   Proceeds from notes payable .............    250,000   9,250,000         - -
   Repayment of notes payable ..............   (631,000) (2,000,000)        - -
   Cash dividends paid ..................... (1,287,000) (1,398,000) (1,336,000)
   Purchases of common stock for the
      treasury .............................    (84,000)(10,753,000)   (174,000)
   Issuance of common stock ................    200,000     254,000   1,318,000
                                            ------------------------------------
         Net cash (used in) financing
         activities ........................ (1,552,000) (4,647,000)   (192,000)
                                            ------------------------------------
         Net increase (decrease) in cash ...    (85,000) (1,966,000)    361,000

Cash:
   Beginning ...............................    491,000   2,457,000   2,096,000
                                            ------------------------------------
   Ending ..................................$   406,000 $   491,000 $ 2,457,000
                                            ====================================



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION




                                                                          Year Ended December 31,
                                                --------------------------------------------------------------------------
                                                      1999           1998           1997           1996           1995
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Investment securities available for sale .......$   62,950,000 $   58,711,000     65,496,000 $   67,622,000 $   60,728,000
Loans, net .....................................   266,992,000    250,318,000    208,683,000    183,438,000    169,342,000
Total assets ...................................   371,029,000    345,411,000    305,783,000    280,461,000    272,830,000
Deposits .......................................   269,572,000    261,846,000    242,782,000    238,352,000    235,953,000
Notes payable ..................................     6,869,000      7,250,000            - -            - -            - -
Other borrowings ...............................    71,458,000     53,781,000     32,183,000     14,870,000     11,737,000
Stockholders' equity ...........................    21,193,000     20,309,000     28,625,000     25,198,000     23,033,000
Interest income ................................    25,127,000     23,590,000     21,158,000     20,032,000     18,942,000
Interest expense ...............................    13,837,000     12,899,000     10,502,000      9,598,000      9,051,000
Net interest income ............................    11,290,000     10,691,000     10,656,000     10,434,000      9,891,000
Provision for loan losses ......................       406,000        125,000          4,000        160,000         45,000
Investment securities gains, net ...............         4,000         18,000            - -          4,000          3,000
Other income ...................................     2,018,000      1,857,000      1,696,000      1,760,000      1,573,000
Operating expenses .............................     7,942,000      7,633,000      7,547,000      6,857,000      6,877,000
Income before income taxes .....................     4,964,000      4,808,000      4,801,000      5,181,000      4,545,000
Income taxes ...................................     1,552,000      1,526,000      1,521,000      1,716,000      1,495,000
Net income .....................................     3,412,000      3,282,000      3,280,000      3,465,000      3,050,000

Per common share (*): Net income:
      Basic ....................................$         2.23 $         2.02 $         1.86 $         2.02 $         1.77
      Diluted ..................................          2.23           2.02           1.82           1.95           1.71
   Cash dividends declared .....................          0.84           0.84           0.78           0.68           0.53
   Cash  dividends  declared as a percentage  of
     net income ................................            38%            42%            43%            35%            31%

Weighted average common shares .................     1,531,391      1,628,447      1,758,883      1,712,574      1,724,028
Weighted average common and common equivalent
   shares, assuming dilution ...................     1,531,391      1,628,447      1,801,022      1,776,680      1,779,021


  *All per share and weighted average common share information has been adjusted
   to reflect the three-for-one stock split which occurred in July 1996.



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Iowa First Bancshares Corp.  (Company) is a bank holding company  providing bank
and bank related services through its wholly-owned subsidiaries,  First National
Bank of Muscatine (Muscatine) and First National Bank in Fairfield (Fairfield).

Total average assets of the Company  increased 8.4% in 1999,  13.5% in 1998, and
6.0% in 1997. The distribution of average assets,  liabilities and stockholders'
equity and interest  rates,  and interest  differential  was as follows  (dollar
amounts in thousands  and income and rates on a fully taxable  equivalent  basis
using statutory tax rates in effect for the year presented):



                                                 1999                             1998                         1997
                                     ------------------------------ ----------------------------- -----------------------------
                                                            Average                       Average                       Average
ASSETS                                  Balance   Interest    Rate    Balance   Interest    Rate    Balance   Interest    Rate
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Taxable loans, net ..................$  260,993 $   20,972   8.04% $  228,491 $   19,044   8.33% $  190,778 $   16,464   8.63%
Taxable investment securities
  available for sale ................    45,286      2,742   6.05      42,694      2,633   6.17      53,114      3,246   6.11
Nontaxable investment securities and
   loans ............................    20,893      1,545   7.39      20,374      1,552   7.62      18,431      1,448   7.86
Federal funds sold and other
  overnight investments .............     7,736        393   5.08      16,083        889   5.53       8,628        492   5.70
                                     ---------------------         ---------------------         ---------------------
      Total interest-earning assets .   334,908     25,652   7.66     307,642     24,118   7.84     270,951     21,650   7.99
                                                ----------                    ----------                    ----------
Cash and due from banks .............    12,587                        12,462                        11,254
Bank premises and equipment, net ....     5,662                         5,976                         5,316
Other assets ........................     4,064                         3,511                         2,863
                                     ----------                    ----------                    ----------
      Total .........................$  357,221                    $  329,591                    $  290,384
                                     ==========                    ==========                    ==========


LIABILITIES
Deposits:
   Interest-bearing demand ..........$   97,230 $    2,980   3.06  $   95,243 $    2,996   3.15  $   87,926 $    2,686   3.05
   Time .............................   124,722      6,477   5.19     120,762      6,680   5.53     114,805      6,372   5.55
Notes payable .......................     7,051        522   7.40       5,040        368   7.30         - -        - -    - -
Other borrowings ....................    62,685      3,858   6.15      45,762      2,855   6.24      22,909      1,444   6.30
                                     ---------------------         ---------------------         ---------------------
      Total interest-bearing
      liabilities ...................   291,688     13,837   4.74     266,807     12,899   4.83     225,640     10,502   4.65
                                                ----------                    ----------                    ----------
Noninterest-bearing deposits ........    42,526                        37,756                        35,930
Other liabilities ...................     2,191                         1,879                         2,212
                                     ----------                    ----------                    ----------
      Total liabilities .............   336,405                       306,442                       263,782

STOCKHOLDERS' EQUITY ................    20,816                        23,149                        26,602
                                     ----------                    ----------                    ----------
      Total .........................$  357,221                    $  329,591                    $  290,384
                                     ==========                    ==========                    ==========
Net interest earnings ...............           $   11,815                    $   11,219                    $   11,148
                                                ==========                    ==========                    ==========

      Net yield (net interest earnings
      divided by total interest-
      earning assets) ...............                        3.53%                         3.65%                         4.11%
                                                          ========                      ========                      ========


The net interest margin decreased in 1999 (from 3.65% in 1998 to 3.53% in 1999).
The return on average  interest-earning  assets decreased  eighteen basis points
(from  7.84%  in  1998  to  7.66%  in  1999)  and   interest   paid  on  average
interest-bearing  liabilities decreased nine basis points (from 4.83% in 1998 to
4.74% in 1999).  Average  interest-earning  assets to total assets  increased in
1999 to 93.75% from 93.34% in 1998.  The Company has been  successful in growing
earning assets,  especially taxable loans,  however,  competition limits the net
interest earnings achievable from such growth.



The net interest margin decreased in 1998 (from 4.11% in 1997 to 3.65% in 1998).
The return on average  interest-earning  assets  decreased  fifteen basis points
(from  7.99%  in  1997  to  7.84%  in  1998)  and   interest   paid  on  average
interest-bearing liabilities increased eighteen basis points (from 4.65% in 1997
to 4.83% in 1998). Average  interest-earning assets to total assets remained the
same in 1998 as 1997 at 93.3%.

The net interest margin decreased in 1997 (from 4.25% in 1996 to 4.11% in 1997).
The return on average interest-earning assets decreased one basis point (from 8%
in 1996 to  7.99%  in  1997)  and  interest  paid  on  average  interest-bearing
liabilities  increased  sixteen  basis  points  (from  4.49% in 1996 to 4.65% in
1997).  Average  interest-earning  assets to total average  assets  decreased to
93.3% during 1997 compared to 93.4% the previous year.

FINANCIAL CONDITION:

   Investment Securities
   ---------------------

   Investment  securities  at  December  31,  1999 were  approximately  13% U.S.
   Treasury   securities,    41%   U.S.   government   agency   securities,   3%
   mortgage-backed  securities,  30% states and political subdivisions,  and 13%
   corporate  obligations.  The  reduction  in  percentage  of total  investment
   securities  represented  by  U.S.  Treasury  securities  and  mortgage-backed
   securities  is  due to  management's  assessment  that  better  value  can be
   achieved with U.S. government  agencies,  states and political  subdivisions,
   and corporate  obligations.  These three categories  accounted for 84% of the
   total investment  securities at December 1999 compared to 73% the prior year.
   The bond market  experienced  one of its worst  performing  years in decades,
   with  yields at  year-end  appreciably  higher  than those  available  at the
   beginning of the year.

   Investment  securities  at  December  31,  1998 were  approximately  20% U.S.
   Treasury   securities,    31%   U.S.   government   agency   securities,   7%
   mortgage-backed  securities,  32% states and political subdivisions,  and 10%
   corporate  obligations.  The  reduction  from 14% last year to 7% in 1998 for
   mortgage-backed  securities  coupled  with the  increase  from 27% to 32% for
   states and political  subdivisions reflects management's analysis of relative
   value in the current interest rate and overall market conditions.

   Investment  securities  at  December  31,  1997 were  approximately  20% U.S.
   Treasury   securities,   29%   U.S.   government   agency   securities,   14%
   mortgage-backed  securities,  27% states and political subdivisions,  and 10%
   corporate obligations.  The 1997 increase in the portfolio percentage devoted
   to states and political  subdivisions  securities reflected the higher yields
   which were available on these types of investments compared to treasuries and
   agencies.

   The  fair  value  of  investment  securities  available  for sale at the date
   indicated are summarized as follows (dollar amounts in thousands):

                                                            December 31,
                                                  ------------------------------
                                                     1999      1998      1997
                                                  ------------------------------
U.S. Treasury ....................................$   7,971 $  11,712 $  13,099
U.S. government agencies .........................   26,136    18,014    19,019
Mortgage-backed securities .......................    1,757     4,181     9,272
State and political subdivisions .................   18,917    18,641    17,829
Corporate obligations, including stock ...........    8,169     6,163     6,277
                                                  ------------------------------
                                                  $  62,950 $  58,711 $  65,496
                                                  ==============================



   The following table shows the maturities of investment  securities  available
   for  sale at  December  31,  1999 and the  weighted  average  yields  of such
   securities (dollar amounts in thousands):



                                                          After One, But    After Five, But   After Ten Years
                                       Within one Year  Within Five Years  Within Ten Years   or Nonmaturing
                                     -------------------------------------------------------------------------
                                        Amount   Yield    Amount   Yield    Amount   Yield    Amount   Yield
                                     -------------------------------------------------------------------------
                                                                                
U.S. Treasury ....................... $   3,979   5.73% $   3,992   5.81% $     - -    - -% $     - -    - -%
U.S. government agencies ............     2,387   5.87     18,615   6.07      4,572   6.31        562   5.81
Mortgage-backed securities ..........       216   5.74      1,541   6.56        - -    - -        - -    - -
States and political subdivisions ...     1,887   7.70      5,835   6.60      7,909   7.40      3,286   7.38
Corporate obligations, including
  stock .............................     1,580   6.39      3,122   6.36        - -    - -      3,467   6.33
                                      ---------         ---------         ---------         ---------
                                      $  10,049         $  33,105         $  12,481         $   7,315
                                      =========         =========         =========         =========

   The weighted average yields in the previous table are calculated on the basis
   of the  carrying  value  and  effective  yields  weighted  for the  scheduled
   maturity of each security.  Weighted average yields on tax exempt  securities
   have been  computed  on a fully  taxable  equivalent  basis using the federal
   statutory tax rate of 34%, the rate in effect for the year ended December 31,
   1999,  and  excluding  the  interest  expense   allocated  to  carry  certain
   tax-exempt  securities.  All  stock is  included  in the  after  ten years or
   nonmaturing category.

   In 1999, the yield on taxable  investment  securities  decreased twelve basis
   points due to reinvesting matured, called, and sold securities in investments
   yielding less than the taxable  investments  removed from the balance  sheet.
   The 1999 yield on nontaxable  investment  securities  and loans  decreased 23
   basis points  largely as a result of normal  maturation  of  relatively  high
   yield  nontaxable  investment  securities  and  loans  with  reinvestment  in
   obligations of states and political  subdivisions  at rates higher than other
   comparable  investment  securities  but  lower  than the  matured  nontaxable
   securities and loans had yielded.

   At December 31, 1999, no state or political subdivision  securities amortized
   cost or market value exceeded 10% of stockholders' equity.

   Loans
   -----

   Loans  outstanding (net of unearned  discount) at December 31, 1999 increased
   6.7% from December 31, 1998.

   The amounts of loans outstanding,  net of unearned discount, at the indicated
   dates is shown in the following  table according to the type of loans (dollar
   amounts in thousands):


                                                             December 31,
                                      -------------------------------------------------------
                                          1999       1998       1997       1996       1995
                                      -------------------------------------------------------
                                                                       
Commercial ...........................$  101,079 $   94,724 $   79,968 $   73,681 $   62,399
Agricultural .........................    27,810     26,685     20,494     17,555     16,792
Real estate, construction ............     3,708      2,598      2,120      2,970      1,187
Real estate, mortgage ................   105,068     95,535     76,904     60,241     56,475
Tax exempt, real estate mortgage .....     2,581      2,337      3,118      3,485      3,735
Installment, net of unearned .........    29,774     31,126     28,227     28,100     30,359
discount
Lease financing, net .................       - -        - -        - -        - -        369
Other ................................        63        100        456        209        335
                                      ------------------------------------------------------
                                      $  270,083 $  253,105 $  211,287 $  186,241 $  171,651
                                      ======================================================




   The  following  loan  categories  outstanding  at December 31, 1999 mature as
   follows (dollar amounts in thousands):

                                                         After One
                                                         Year, But
                                    Amount     One Year    Within       After
                                   Of Loans     Or Less  Five Years  Five Years
                                ------------------------------------------------
Commercial .....................$   101,079 $    50,175 $    31,180 $    19,724
Agricultural ...................     27,810      14,966       6,353       6,491
Real estate, construction ......      3,708       3,570          82          56
                                ------------------------------------------------
                                $   132,597 $    68,711 $    37,615 $    26,271
                                ================================================

The interest rates on the amount due after one year that are fixed or adjustable
are as follows (dollar amounts in thousands):

                                                       Fixed     Adjustable
                                                   -----------------------------

Commercial ........................................  $   39,580  $   11,324
Agricultural ......................................      11,528       1,316
Real estate, construction .........................         138         - -
                                                   -----------------------------
                                                     $   51,246  $   12,640
                                                   =============================

   During 1999 commercial  loans  increased by $6,355,000 or 6.7%,  construction
   real estate loans  increased by  $1,110,000  or 42.7%,  mortgage  real estate
   loans  increased  by  $9,533,000  or  10.0%,   agricultural  loans  increased
   $1,125,000  or 4.2%,  and net  installment  loans  decreased by $1,352,000 or
   4.3%.  Overall loan growth of $16,978,000 or 6.7% was quite strong,  however,
   competition  from other  lenders  resulted in lower  margins on this  growth.
   Management continues to search for quality growth in all loan categories. The
   Company  sells some real estate loans to the  secondary  market  resulting in
   increased fee income and reduced interest rate risk.

   Loan Risk Elements Nonaccrual, Past Due and Restructured Loans
   --------------------------------------------------------------

   The following table presents  information  concerning the aggregate amount of
   nonperforming loans.  Nonperforming loans comprise (a) loans accounted for on
   a nonaccrual basis; (b) accruing loans contractually past due 90 days or more
   as to interest or  principal  payments  (but not  included in the  nonaccrual
   loans in (a) above);  and (c) other loans whose terms have been  renegotiated
   to provide a reduction  or deferral  of  interest or  principal  because of a
   deterioration in the financial  position of the borrower  (exclusive of loans
   in (a) or (b) above) (dollar amounts in thousands):

                                                       December 31,
                                        ----------------------------------------
                                          1999    1998     1997    1996    1995
                                        ----------------------------------------
Loans accounted for on
   a nonaccrual basis ..................$  503 $   657 $  1,144 $   855 $   883
Accrual loans contractually
  past due 90 days or more .............    49     346      459     329     111
Loans whose terms have been renegotiated
   to provide a reduction or deferral
   of interest or principal because of a
   deterioration in the financial
   position of the borrower ............   - -     - -      - -     381     - -



   Total  nonaccrual  loans were  $503,000 at December  31,  1999, a decrease of
   $154,000 or 23.4% from December 31, 1998.  Total nonaccrual and accrual loans
   contractually  past due 90 days or more were $552,000 at December 31, 1999, a
   decrease of $451,000 or 45.0% from a year earlier.

   When  the  full  collectibility  of  principal  or  interest  on any  loan is
   considered  doubtful,  previously accrued but uncollected interest remains as
   accrued if the principal and interest is protected by sound  collateral value
   based upon a current independent,  qualified appraisal.  In practice,  in the
   vast  majority  of cases,  the  interest  accrued  but  uncollected  on loans
   transferred  to  nonaccrual  status is  charged-off  at the time of transfer.
   Interest  in the  amounts of $42,000,  $54,000,  and $90,000  would have been
   earned on the nonaccrual  loans had they been performing  loans in accordance
   with their original  terms during 1999,  1998,  and 1997,  respectively.  The
   interest  collected on loans  designated as nonaccrual  loans and included in
   income for the years ended  December  31, 1999,  1998,  and 1997 was $23,000,
   $20,000, and $12,000, respectively.

   As of  December  31,  1999,  the  Company had loans  totaling  $8,601,000  in
   addition to those listed as nonaccrual,  past due or  renegotiated  that were
   identified by the Banks' internal asset rating systems as classified  assets.
   This  represents a $2,729,000 or 46.4% increase from 1998. The Company is not
   aware of any  single  loan or group of  loans,  other  than  these  and those
   reflected above, of which full collectibility  cannot reasonably be expected.
   Management  has committed  resources and is focusing its attention on efforts
   designed  to  control  the  amount of  classified  assets.  The  Company  has
   $27,810,000 in total  agricultural  loans  outstanding.  The Company does not
   have any other substantial  portion of its loans concentrated in one or a few
   industries nor does it have any foreign loans  outstanding as of December 31,
   1999. The Company's loans are heavily concentrated geographically in the Iowa
   counties of Muscatine and Jefferson.

   In general, the agricultural loan portfolio risk is dependent on factors such
   as governmental policies, weather conditions, agricultural commodities prices
   and the mix of grain and livestock raised. Commercial loan risk can also vary
   widely  from  period to period  and is  particularly  sensitive  to  changing
   business and economic conditions as well as governmental  policies.  Consumer
   (installment and real estate mortgage) loan risk is substantially  influenced
   by employment opportunities in the markets served by the Company.

   Other real estate owned was $601,000, $408,000, and $9,000 as if December 31,
   1999, 1998, and 1997, respectively.

   Allowance for Loan Losses
   -------------------------

   The allowance for loan losses is established  through  charges to earnings in
   the form of provisions for loan losses. Loan losses or recoveries are charged
   or credited directly to the allowance for loan losses. The provision for loan
   losses is  determined  based  upon an  evaluation  of a number of  factors by
   management  of the  Banks  including  (i)  loss  experience  in  relation  to
   outstanding  loans and the existing  level of the  allowance for loan losses,
   (ii) a  continuing  review of problem  loans and overall  portfolio  quality,
   (iii) regular  examinations  and appraisals of loan  portfolios  conducted by
   federal  supervisory  authorities,  and (iv)  current and  expected  economic
   conditions.  The allowance for loan losses decreased  $217,000 in 1995 as net
   charge-offs  exceeded  provisions for loan losses. In 1996, the allowance for
   loan losses increased  $494,000 as a result of provisions of $160,000 and net
   recoveries  totaling  $334,000.  In  1997,  the  allowance  for  loan  losses
   decreased $199,000 as net charge-offs exceeded provisions for loan losses. In
   1998,  the  allowance  for loan  losses  increased  $183,000  as a result  of
   provisions of $125,000 and net recoveries of $58,000.  In 1999, the allowance
   for loan losses  increased  $304,000  due to  provisions  of $406,000 and net
   charge-offs of $102,000.  The provision was increased during 1999 as a result
   of the strong loan growth enjoyed by the Company.  Another factor in favor of
   increasing  the  provision  was the low  agricultural  commodity  prices  and
   related  uncertainty  in the  agricultural  sector.  To date, no  significant
   losses have been experienced in this area.  Management of the Banks continues
   to review the loan  portfolios  and believes the allowance for loan losses is
   adequate to absorb losses of existing loans which may become uncollectible.



   The Banks  allocate  the  allowance  for loan losses  according to the amount
   deemed to be necessary to provide for possible  losses being incurred  within
   the  categories  of loans set forth in the table  below.  The  amount of such
   components  of the  allowance  for loan losses and the ratio of loans in such
   categories  to total  loans  outstanding  are as follows  (dollar  amounts in
   thousands):


                                     1999               1998               1997               1996               1995
                             -----------------------------------------------------------------------------------------------
                                Allow-  Percent    Allow-  Percent    Allow-  Percent    Allow-  Percent    Allow-  Percent
                                 ance   of Loans    ance   of Loans    ance   of Loans    ance   of Loans    ance   of Loans
                                 For      To        For      To        For      To        For      To        For     To
                                 Loan    Total      Loan    Total      Loan    Total      Loan    Total      Loan    Total
                                Losses   Loans     Losses   Loans     Losses   Loans     Losses   Loans     Losses   Loans
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                        
Real estate loans:
   Mortgage ................   $    99   38.90%   $    95   37.75%   $    84   36.39%   $   134   32.35%   $   124   32.90%
   Construction ............       - -    1.37        - -    1.03        - -    1.00        - -    1.59        - -    0.69
Commercial .................     1,935   37.42      1,787   37.42      1,726   37.85      1,837   39.56      1,342   36.35
Agricultural ...............       269   10.29        248   10.54        249    9.70        264    9.43        133    9.78
Installment ................       788   11.04        657   12.30        545   13.36        568   15.09        710   17.69
Lease financing and other ..       - -    0.02        - -    0.04        - -    0.22        - -    0.11        - -    0.41
Tax exempt, real estate
  mortgage .................       - -    0.96        - -    0.92        - -    1.48        - -    1.87        - -    2.18
                            ------------------------------------------------------------------------------------------------
                               $ 3,091  100.00%   $ 2,787  100.00%   $ 2,604  100.00%   $ 2,803  100.00%   $ 2,309  100.00%
                            ================================================================================================

   Deposits
   --------

   Total average deposits increased 4.2% in 1999, 6.3% in 1998, and .9% in 1997.
   The average deposits are summarized below (dollar amounts in thousands):

                               1999               1998               1997
                        --------------------------------------------------------
                                  Average            Average            Average
                                  Interest           Interest           Interest
                                  Expense            Expense            Expense
                          Amount  Percent    Amount  Percent    Amount  Percent
                        --------------------------------------------------------
Noninterest-bearing
   demand ..............$  42,526   - -%   $  37,756   - -%   $  35,930   - -%
Savings ................   21,742   2.3       22,054   2.5       21,733   2.5
Interest-bearing demand    75,488   3.3       73,189   3.3       66,193   3.2
Time ...................  124,722   5.2      120,762   5.5      114,805   5.6
                        ---------          ---------          ---------
      Total deposits ...$ 264,478          $ 253,761          $ 238,661
                        =========          =========          =========

   Included in interest-bearing time deposits are certificates of deposit with a
   minimum  denomination  of  $100,000,  with  scheduled  maturities  as follows
   (dollar amounts in thousands):

                                                       Year Ended December 31,
                                                    ----------------------------
                                                        1999            1998
                                                    ----------------------------

One to three months ........................          $ 13,654        $  9,818
Three to six months ........................             9,200           5,839
Six to twelve months .......................             7,649           7,230
Over twelve months .........................             4,918           5,621
                                                    ----------------------------
                                                      $ 35,421        $ 28,508
                                                    ============================



RESULTS OF OPERATIONS:
- ---------------------

   Changes in Diluted Earnings Per Share
   -------------------------------------

   The increase in diluted  earnings per share between 1999 and 1998 amounted to
   $.21.  During  1998  the  Company  purchased   approximately   16.5%  of  the
   outstanding  common shares of Iowa First  Bancshares  Corp.  from the largest
   shareholder  and his related  interests.  This  reduction  in average  common
   shares  outstanding  had a $.20 per share  positive  impact on  earnings  per
   share. The major sources of change are presented in the following table:

                                                         1999       1998
                                                      --------------------

Net income per share, prior year .....................$   2.02   $   1.82
                                                      --------------------
Increase (decrease) attributable to:
   Net interest income ...............................    0.39       0.02
   Provision for loan losses .........................   (0.18)     (0.07)
   Other income ......................................    0.10       0.11
   Salaries and employee benefits ....................   (0.17)     (0.03)
   Other operating expenses ..........................   (0.04)     (0.03)
   Income taxes ......................................   (0.02)       - -
   Change in average common shares outstanding .......    0.13       0.20
                                                      ---------------------
              Net change .............................    0.21       0.20
                                                      ---------------------
              Net income per share, current year .....$   2.23    $  2.02
                                                      =====================

Net Interest Income
- -------------------

    The following  table sets forth a summary of the changes in interest  earned
    and paid resulting from changes in volume and rates. Changes attributable to
    both rate and volume which cannot be segregated  have been  allocated to the
    change  due to volume  (dollar  amounts in  thousands  and income on a fully
    taxable   equivalent   basis  using  statutory  rates  in  effect  for  year
    presented):


                                 Year Ended December 31, 1999      Year Ended December 31, 1998
                                 --------------------------------------------------------------
                                     Increase (Decrease)         Increase (Decrease)
                                      Due to Change in            Due to Change in
                                     ------------------          ------------------
                                     Average   Average   Total   Average   Average   Total
                                     Balance    Rate     Change  Balance    Rate     Change
                                     -------------------------------------------------------
                                                                     
Interest income:
   Taxable loans ....................$ 2,685  $  (757)  $ 1,928  $ 3,265  $  (685)  $ 2,580
   Taxable investment securities
      available for sale ............    163      (54)      109     (634)      21      (613)
   Nontaxable investment
      securities and loans ..........     41      (48)       (7)     155      (51)      104
   Federal funds sold and other .....   (461)     (35)     (496)     426      (29)      397
                                     -------------------------------------------------------
              Total interest
              income ................  2,428     (894)    1,534    3,212     (744)    2,468
                                     -------------------------------------------------------
Interest expense:
   Interest-bearing demand deposits .     72      (88)      (16)     224       86       310
   Interest-bearing time deposits ...    221     (424)     (203)     332      (24)      308
   Notes payable ....................    147        7       154      368      - -       368
   Other borrowings .................  1,059      (56)    1,003    1,438      (27)    1,411
                                     -------------------------------------------------------
              Total interest
              expense ...............  1,499     (561)      938    2,362       35     2,397
                                     -------------------------------------------------------
              Change in net
              interest earnings .....$   929  $  (333)  $   596  $   850  $  (779)  $    71
                                     =======================================================


   Nonaccruing  loans are  included  in the average  balance.  Loan fees are not
material.



   Provision for Loan Losses

   The following table summarizes average loan balances at the end of each year;
   changes in the allowance  for loan losses  arising from loans charged off and
   recoveries  on  loans  previously  charged  off by  loan  category;  and  the
   provisions  for loan  losses  which have been  charged to  operating  expense
   (dollar amounts in thousands):


                                                         Year Ended December 31,
                                           --------------------------------------------------
                                              1999      1998      1997      1996      1995
                                           --------------------------------------------------
                                                                         
Balance of allowance for loan
   losses at beginning of year ............$   2,787 $   2,604 $   2,803 $   2,309 $   2,526
                                           --------------------------------------------------
Loans charged off:
   Commercial and agricultural ............      168         5       163        24       240
   Mortgage ...............................       11        18         4         2        27
   Installment ............................      150       169       116       136       171
                                           --------------------------------------------------
              Total loans charged off .....      329       192       283       162       438
                                           --------------------------------------------------
Recoveries of loans previously charged off:
   Commercial and agricultural ............      172       176        36       400       120
   Mortgage ...............................       17        11         7        49        23
   Installment ............................       38        63        37        47        33
                                           --------------------------------------------------
              Total recoveries ............      227       250        80       496       176
                                           --------------------------------------------------
Net loans charged off (recovered) .........      102       (58)      203      (334)      262
                                           --------------------------------------------------
Provisions for loan losses charged
   to operating expense ...................      406       125         4       160        45
                                           --------------------------------------------------
Balance at end of year ....................$   3,091 $   2,787 $   2,604 $   2,803 $   2,309
                                           ==================================================

Average taxable loans outstanding .........$ 260,993 $ 228,491 $ 190,778 $ 168,970 $ 162,432
Ratio of net loan charge-offs (recoveries)
    to average taxable loans outstanding ..     0.04%    (0.03)     0.11%    (0.20)     0.16%
Allowance for loan losses as a
   percentage of average taxable
   loans outstanding ......................     1.18      1.22      1.36      1.66      1.42
Coverage of net charge-offs by allowance
   for loan year-end losses ...............    30.30       N/A     12.83       N/A      8.81


   Operating Expenses
   ------------------

   A  continuing  objective  of the  Company is to manage  overhead  costs while
   maintaining optimal productivity,  efficiency, capacity, and quality service.
   New branch  facilities  opened during 1997 in Fairfield and Muscatine.  These
   new  facilities  coupled  with an  increased  sales  focus are  necessary  to
   position  our banks for the future in meeting  the intense  competition  that
   banks face for loans, deposits, and other banking services. Additionally, the
   strong local and regional economics  intensified the challenge to find, hire,
   train,  and  retain  talented  employees.  Due to these  and  other  factors,
   salaries and benefits  increased  $254,000 or 5.9% in 1999  compared to 1998.
   Our  efficiency  ratio of 59.7% in 1999 compares  favorably to 60.8% in 1998.
   Computer expenses  increased  $33,000 or 8.1%.  Overall,  operating  expenses
   increased $309,000 or 4.0%.



   Net Income
   ----------

   The  Company's  consolidated  net  income  for the three  years is as follows
   (dollar amounts in thousands):

                                              Year Ended December 31,
                                       -------------------------------------
                                             1999       1998       1997
                                       -------------------------------------

   Net income .........................   $   3,412  $   3,282  $   3,280
                                       =====================================

   Net  income  increased  $130,000  or 4.0% in 1999.  The net  interest  income
   increased  $599,000 or 5.6%.  Net  interest  income  without  the  additional
   interest expense on notes payable would have increased  $753,000 or 6.8%. The
   provision  for loan  losses  increased  from  $125,000 in 1998 to $406,000 in
   1999.  Other  income  increased  $147,000  or  7.8%  and  operating  expenses
   increased $309,000 or 4.0%. Income taxes increased only $26,000.

   Net income increased $2,000 or .1% in 1998. The net interest income increased
   $35,000 or .3%. The net interest  income without the interest  expense on the
   new notes payable would have  increased  $403,000 or 3.8%.  The provision for
   loan losses  increased from $4,000 in 1997 to $125,000 in 1998.  Other income
   increased $179,000 or 10.6% and operating expenses increased $86,000 or 1.1%.
   Income taxes increased only $5,000.

   Net income  decreased  $185,000 or 5.3% in 1997. This decrease  resulted from
   improvement in net interest income of $222,000 or 2.1%, reduction of $156,000
   or 97.5% in provisions for loan losses,  a reduction in other income totaling
   $68,000 or 3.9%, an increase of $690,000 or 10.1% in operating expenses,  and
   a decrease of $195,000 or 11.4% in income taxes.

   Selected Consolidated Ratios
   ----------------------------
                                                       Year Ended December 31,
                                                   -----------------------------
                                                       1999     1998     1997
                                                   -----------------------------
Percentage of net income to:
   Average stockholders' equity ................      16.39%   14.18%   12.33%
   Average total assets ........................       0.96     1.00     1.13
Percentage of average stockholders'
   equity to average total assets ..............       5.83     7.02     9.16
Dividend payout ratio ..........................      37.66    41.58    42.86



   Interest Rate Sensitivity and Risk Management
   ---------------------------------------------

   The Company manages its balance sheet to minimize the impact of interest rate
   movements on its earnings. The term "rate sensitivity" refers to those assets
   and  liabilities  which are  "sensitive" to fluctuations in rates and yields.
   When  interest  rates move,  earnings may be affected in many ways.  Interest
   rates on assets and liabilities may change at different times or by different
   amounts.  Maintaining a proper balance between rate sensitive  earning assets
   and rate  sensitive  liabilities  is the  principal  function  of  asset  and
   liability management of a banking organization.



   The following table shows the interest rate  sensitivity  position at several
repricing intervals (dollar amounts in thousands):



                                           Repricing Maturities at December 31, 1999
                                  -------------------------------------------------------------
                                   Less Than     3-12      1-5   More Than  Noninterest
                                   3 Months     Months    Years   5 Years    Bearing    Total
                                   ------------------------------------------------------------
                                                                       
Assets:
   Loans ..........................$  62,227 $  18,839 $  93,940 $  94,574 $     503 $ 270,083
   Investment securities ..........    2,037    11,489    32,686    16,728        10    62,950
   Other earning assets ...........   15,955       - -       - -       - -       - -    15,955
   Nonearning assets ..............      - -       - -       - -       - -    22,041    22,041
                                   ------------------------------------------------------------
      Total .......................$  80,219 $  30,328 $ 126,626 $ 111,302 $  22,554 $ 371,029
                                   ============================================================

Liabilities and Equity:
   Deposits .......................$  59,699 $ 107,103 $  55,595 $     - - $  47,175 $ 269,572
   Notes payable ..................      - -       710     6,159       - -       - -     6,869
   Securities sold under agreements
      to repurchase and TT & L ....    5,754       326       757       - -       - -     6,837
   FHLB advances ..................    5,137    10,415    40,980     8,089       - -    64,621
   Other liabilities ..............      - -       - -       - -       - -     1,937     1,937
   Equity .........................      - -       - -       - -       - -    21,193    21,193
                                   ------------------------------------------------------------
      Total liabilities and
         equity ...................$  70,590 $ 118,554 $ 103,491 $   8,089 $  70,305 $ 371,029
                                   ============================================================

Repricing gap .....................$   9,629 $ (88,226)$  23,135 $ 103,213 $ (47,751)$     - -
Cumulative repricing gap ..........    9,629   (78,597)  (55,462)   47,751       - -       - -


   The data in this table incorporates the contractual repricing characteristics
   as  well  as an  estimate  of the  actual  repricing  characteristics  of the
   Company's  assets and liabilities.  Based on the estimate,  twenty percent of
   the  savings  and NOW  accounts  are  reflected  in the  less  than 3  months
   category,  thirty percent in the 3-12 months category,  with the remainder in
   the 1-5  years  category.  Also,  twenty-five  percent  of the  money  market
   accounts are reflected in the less than 3 months  category with the remainder
   in the 3-12 months category.

   FHLB  advances in the 1-5 year  repricing  category  include  $20,830,000  of
   advances with actual  maturities in the greater than 5 year  category.  These
   advances have options  associated  with them which allow the Company to "put"
   the advances back to the FHLB at a date substantially earlier than the stated
   maturity.  The Company may utilize this put option if deemed appropriate,  or
   hold such advances until maturity.  As part of the Company's overall interest
   rate risk management, these puts are analyzed and used when advantageous.

   A   positive   repricing   gap  for  a  given   period   exists   when  total
   interest-earning  assets  exceed  total  interest-bearing  liabilities  and a
   negative repricing gap exists when total interest-bearing  liabilities are in
   excess of  interest-earning  assets.  Generally a positive repricing gap will
   result in increased  net  interest  income in a rising rate  environment  and
   decreased  net  interest  income in a falling  rate  environment.  A negative
   repricing  gap tends to produce  increased  net interest  income in a falling
   rate  environment  and  decreased  net  interest  income  in  a  rising  rate
   environment.  At December 31, 1999, using the estimates discussed above, rate
   sensitive liabilities exceeded rate sensitive assets within a one year period
   by $78,597,000 and, thus, the Company is positioned to benefit from a fall in
   interest rates within the next year.

   The Company's repricing gap position is useful for measuring general relative
   risk levels.  However,  even with perfectly  matched  repricing of assets and
   liabilities,  interest  rate risk cannot be avoided  entirely.  Interest rate
   risk remains in the form of prepayment risk of assets and liabilities, timing
   lags  in  adjusting   certain  assets  and  liabilities   that  have  varying
   sensitivities  to market interest rates, and basis risk. Basis risk refers to
   the possibility  that the repricing  behavior of  variable-rate  assets could
   differ from the repricing characteristics of liabilities which reprice in the
   same time  period.  Even though  these  assets are  match-funded,  the spread
   between asset yields and funding costs could change.

   Because the repricing  gap position does not capture these risks,  management
   utilizes  simulation  modeling  to measure  and  manage the rate  sensitivity
   exposure of earnings. The Company's simulation model provides a projection of
   the effect on net interest  income of various  interest  rate  scenarios  and
   balance sheet strategies.



   Interest Rate Risk Management
   -----------------------------

   The  Company's  net  income is  dependent  on its net  interest  income.  Net
   interest  income is  susceptible  to  interest  rate risk to the degree  that
   interest-bearing  liabilities  mature or  reprice on a  different  basis than
   interest-earning assets. When interest-bearing  liabilities mature or reprice
   more quickly than  interest-earning  assets in a given period,  a significant
   increase in market  rates of interest  could  adversely  affect net  interest
   income.  Similarly,  when  interest-earning  assets  mature or  reprice  more
   quickly  than  interest-bearing  liabilities,  falling  interest  rates could
   result in a decrease in net income.

   In an attempt to manage its exposure to changes in interest rates, management
   monitors  the  Company's   interest  rate  risk.  Since  1990,   management's
   asset/liability  committee has met monthly to review the  Company's  interest
   rate risk position and  profitability,  and to make or recommend  adjustments
   for  consideration  by the Board of  Directors.  Management  also reviews the
   Banks' securities portfolio,  formulates investment strategies,  and oversees
   the timing and  implementation  of transactions  to assure  attainment of the
   Board's  objectives  in  the  most  effective  manner.   Notwithstanding  the
   Company's  interest  rate  risk  management  activities,  the  potential  for
   changing  interest rates is an uncertainty that can have an adverse effect on
   net income.

   In adjusting the Company's asset/liability position, the Board and management
   attempt to manage the  Company's  interest  rate risk  while  maintaining  or
   enhancing net interest margins.  At times,  depending on the level of general
   interest rates, the relationship between long- and short-term interest rates,
   market  conditions  and  competitive  factors,  the Board and  management may
   determine to increase the Company's  interest rate risk position  somewhat in
   order  to  increase  its  net  interest  margin.  The  Company's  results  of
   operations  and net  portfolio  values  remain  vulnerable  to  increases  in
   interest  rates  and to  fluctuations  in the  difference  between  long- and
   short-term interest rates.

   One approach used to quantify  interest rate risk is the net portfolio  value
   ("NPV") analysis. In essence, this analysis calculates the difference between
   the present value of liabilities and the present value of expected cash flows
   from assets and off-balance-sheet  contracts. The following table sets forth,
   at  December  31,  1999,  an  analysis  of the Bank's  interest  rate risk as
   measured by the estimated  changes in NPV resulting  from  instantaneous  and
   sustained  parallel  shifts  in the  yield  curve (+ or - 200  basis  points,
   measured in 100 basis point increments).

                                          Estimated Increase

        Change in                         (Decrease) in NPV
        Interest        Estimated        --------------------
          Rates         NPV Amount       Amount       Percent
     ---------------------------------------------------------
     (Basis Points)             (Dollars in Thousands)

          +200          $  14,002    $  (7,327)        (34)%
          +100             17,593       (3,736)        (18)
           - -             21,329          - -         - -
          -100             25,227        3,896          18
          -200             29,267        7,938          37

   The Company does not currently engage in trading activities or use derivative
   instruments to control interest rate risk. Even though such activities may be
   permitted  with the approval of the Board of Directors,  the Company does not
   intend to engage in such activities in the immediate future.

   Interest rate risk is the most significant market risk affecting the Company.
   Other types of market risk, such as foreign  currency  exchange rate risk and
   commodity  price  risk,  do not arise in the normal  course of the  Company's
   business activities.



   Liquidity
   ---------

   For banks,  liquidity  represents  ability to meet both loan  commitments and
   deposit  withdrawals.  Factors  which  influence  the need for  liquidity are
   varied, but include general economic  conditions,  asset/liability  mix, bank
   reputation, future FDIC funding needs, changes in regulatory environment, and
   credit standing. Assets which provide liquidity consist principally of loans,
   cash and due from banks,  investment  securities,  and short-term investments
   such as federal funds.  Maturities of securities held for investment purposes
   and loan payments  provide a constant flow of funds available for cash needs.
   Liquidity also can be gained by the sale of loans or  securities,  which were
   previously  designated  as available  for sale,  prior to maturity.  Interest
   rates, relative to the rate paid by the security or loan sold, along with the
   maturity of the  security or loan,  are the major  determinates  of the price
   which can be realized upon sale.  Net cash  provided by operating  activities
   totaled  $4,137,000  in 1999 which  compares to cash  provided  by  operating
   activities for the year ended  December 31, 1998 of  $3,560,000.  The Company
   continues to generate  operating cash from sales of its mortgage  loans.  Net
   cash used in  investing  activities  totaled  $27,113,000  for the year ended
   December  31, 1999 and  $37,941,000  for the year ended  December  31,  1998.
   During the years ended  December 31, 1999 and 1998 cash provided by financing
   activities totaled $23,852,000 and $36,015,000, respectively. The increase in
   cash provided  during the year resulted  primarily from increases in deposits
   and advances from the Federal Home Loan Bank.

   The  stability  of the  Company's  funding,  and thus its  ability  to manage
   liquidity,  is  greatly  enhanced  by its  consumer  deposit  base.  Consumer
   deposits  tend to be  small  in  size,  diversified  across  a large  base of
   individuals, and are government insured to the extent permitted by law. Total
   deposits  under $100,000 at December 31, 1999 were  $234,151,000  or 86.9% of
   total deposits and 63.1% of total liabilities and equity.

   Equity  decreased in  significance as a funding  source,  falling  $8,316,000
   during 1998 to total  $20,309,000.  Most of this  decrease  was the result of
   treasury  stock  purchases  totaling  $10,753,000.   At  December  31,  1999,
   securities sold under agreements to repurchase and treasury tax and loan open
   note funding  sources  totaled  $6,837,000.  Federal Home Loan Bank  advances
   totaled  $64,621,000.  At year-end  total federal  funds sold and  securities
   maturing  within  one year were  $25,633,000  or 6.9% of total  assets.  Both
   short-term and long-term liquidity are actively reviewed and managed.

   Equity  increased  $884,000 during 1999 to total  $21,193,000 at December 31,
   1999.

   At December 31, 1999,  securities  available  for sale  totaling  $62,950,000
   included   $120,000  of  gross  unrealized  gains  and  $1,155,000  of  gross
   unrealized losses.  These securities may be sold in whole or part to increase
   liquid assets,  reposition the investment portfolio, or for other purposes as
   defined by management.

   Capital
   -------

   Stockholders'  equity increased  $884,000,  4.4% in 1999. The Company had net
   income of $3,412,000,  unrealized losses on securities  available for sale of
   $1,357,000,  cash dividends  declared totaling  $1,287,000,  and net treasury
   shares sold of $116,000. Dividends to stockholders were declared at a rate of
   $.84,  $.84,  and $.78 per share  during the years ended  December  31, 1999,
   1998, and 1997, respectively.

   Year 2000
   ---------

   The Year 2000  Issue is the  result of  computer  programs  using  two-digits
   instead of four-digits to represent the year. These computer systems,  if not
   renovated,  will be unable to interpret dates past 1999,  which could cause a
   system  failure  or  other  computer  errors,  leading  to  a  disruption  in
   operations.  The  Company  developed  a  five-phase  program  for  year  2000
   compliance,  as outlined by the Federal  Financial  Institutions  Examination
   Council  (FFIEC)  in  a  supervisory  letter.  These  phases  are  Awareness,
   Assessment, Renovation, Validation, and Implementation.

   Subsequent to December 31, 1999, the  transition  into the year 2000 occurred
   and no  problems  were  experienced.  The  Company  continues  to monitor its
   computer systems to ensure they are operating properly.

   The Year 2000 Issue also has a potential  impact on the  Company's  borrowing
   customers  and their  ability to repay.  Loan  officers have been in constant
   communication  with key bank  borrowing  customers  to evaluate  any problems
   related to computer and other system malfunction as a result of the Year 2000
   Issue.  To date,  we have not been advised of any material  year 2000 related
   problems by our customers.



   Impact of Inflation and Changing Prices
   ---------------------------------------

   The financial statements and related data presented herein have been prepared
   in terms of historical  dollars without  considering  changes in the relative
   purchasing power of money over time due to inflation.

   Unlike most industrial companies, virtually all of the assets and liabilities
   of a financial  institution  are  monetary in nature.  As a result,  interest
   rates have a more significant impact on a financial institution's performance
   than the  effects  of  general  levels of  inflation.  Interest  rates do not
   necessarily  move in the same direction or in the same magnitude as the price
   of goods and services.  In the current interest rate  environment,  liquidity
   and the  maturity  structure  of the  Company's  assets and  liabilities  are
   critical to the maintenance of acceptable performance levels.

   Effect of FASB Statements
   -------------------------

   The  Financial  Accounting  Standards  Board has  issued  Statement  No.  133
   "Accounting  for  Derivative  Instruments  and Hedging  Activities"  which is
   effective for all fiscal  quarters of fiscal years  beginning  after June 15,
   2000.  This  Statement  establishes  accounting  and reporting  standards for
   derivative instruments,  including certain derivative instruments embedded in
   other  contracts  and for  hedging  activities.  It  requires  that an entity
   recognize all derivatives as either assets or liabilities in the statement of
   financial   position  and  measure  those  instruments  at  fair  value.  The
   accounting  for  changes  in the fair  value of a  derivative  depends on the
   intended use of the  derivative  and the  resulting  designation.  Management
   believes  that  adoption  of this  Statement  will not have an  effect on the
   consolidated financial statements.

   Quarterly Results of Operations (Unaudited)
   -------------------------------------------

   In the  fourth  quarter  of 1999,  net income  was  $849,000,  compared  with
   $797,000 in the same period of 1998,  an increase of 6.5%.  The net  interest
   income  during  the  fourth  quarter  of 1999 was  $2,839,000  compared  with
   $2,707,000  for the fourth  quarter of 1998. The provision for loan losses in
   the fourth quarter of 1999 was $150,000  compared with $45,000 in 1998. Other
   income  totaled  $544,000 and $507,000  during the fourth quarter of 1999 and
   1998,  respectively.  Other  operating  expenses  of  $2,004,000  in the last
   quarter of 1999 compare with $1,988,000 for the last quarter of 1998.  Income
   tax expense was $380,000 and $384,000 for the final quarter of 1999 and 1998,
   respectively.



   Quarterly results of operations are as follows (dollar amounts in thousands):

                                                  Quarter Ended
                                ------------------------------------------------
                                  March 31,  June 30, September 30, December 31,
                                    1999       1999       1999         1999
                                ------------------------------------------------

Total  interest income .........$  6,022    $  6,202    $  6,384    $  6,519
Total  interest expense ........   3,268       3,402       3,487       3,680
                                -----------------------------------------------
Net interest income ............   2,754       2,800       2,897       2,839
Provision for loan losses ......      54         112          90         150
Other income ...................     455         490         533         544
Other expense ..................   1,972       1,913       2,053       2,004
                                -----------------------------------------------
Income before income taxes .....   1,183       1,265       1,287       1,229
Applicable income taxes ........     374         390         408         380
                                -----------------------------------------------
Net income .....................$    809    $    875    $    879    $    849
                                ===============================================
Net income per share:
   Basic .......................$   0.53    $   0.57    $   0.57    $   0.56
                                ===============================================
   Diluted .....................$   0.53    $   0.57    $   0.57    $   0.56
                                ===============================================


                                                  Quarter Ended
                                ------------------------------------------------
                                  March 31,  June 30, September 30, December 31,
                                    1998      1998        1998         1998
                                ------------------------------------------------
Total  interest income .........$  5,571    $  5,933    $  5,995    $  6,091
Total  interest expense ........   2,899       3,282       3,334       3,384
                                -----------------------------------------------
Net interest income ............   2,672       2,651       2,661       2,707
Provision for loan losses ......      18          26          36          45
Other income ...................     416         465         487         507
Other expense ..................   1,833       1,882       1,930       1,988
                                -----------------------------------------------
Income before income taxes .....   1,237       1,208       1,182       1,181
Applicable income taxes ........     397         368         377         384
                                -----------------------------------------------
Net income .....................$    840    $    840    $    805    $    797
                                ===============================================
Net income per share:
   Basic .......................$   0.46    $   0.51    $   0.53    $   0.52
                                ===============================================
   Diluted .....................$   0.46    $   0.51    $   0.53    $   0.52
                                ===============================================












                           IOWA FIRST BANCSHARES CORP.

                        DIRECTORS AS OF DECEMBER 31, 1999
                        ---------------------------------

George A. Shepley                             Craig R. Foss
   Chairman of the Board and  CEO                President
      Iowa First Bancshares Corp.                   Foss, Kuiken, and Gookin,
   Chairman of the Board                               P.C.
      First National Bank of Muscatine        Donald R. Heckman
   Chairman of the Board                         Investor
      First National Bank in Fairfield           Factory Manager - Retired
                                                    H.J. Heinz Co.
D. Scott Ingstad
   Vice Chairman of the Board and President   Dean H. Holst
      Iowa First Bancshares Corp.                Director
   Vice Chairman of the Board, President            Iowa First Bancshares Corp.
      and CEO                                    Director, President and CEO
      First National Bank of Muscatine              First National Bank in
                                                       Fairfield

Kim K. Bartling
   Director, Executive Vice President,        David R. Housley
      Chief Operating Officer and                President
      Treasurer Iowa First Bancshares               Doran and Ward Printing Co.
         Corp.
   Director, Executive Vice President
      and CFO
      First National Bank of Muscatine        Victor G. McAvoy
   Director                                      President
      First National Bank in Fairfield              Muscatine Community College

Roy J. Carver, Jr.                            John "Jay" S. McKee
   Chairman of the Board                         Vice President of Finance
      Carver Pump Company                           McKee Button Company

Larry L. Emmert                               Beverly J. White
   President                                     Director and Vice President
      Hoffmann, Inc.                                Quality Foundry Co.

                        OFFICERS AS OF DECEMBER 31, 1999
                        --------------------------------
George A. Shepley                             Patricia R. Thirtyacre
   Chairman of the Board                         Corporate Secretary
   Chief Executive Officer
                                              Teresa A. Carter
D. Scott Ingstad                                 Internal Audit Manager
   Vice Chairman of the Board
   President                                  Kim K. Strause
                                                 Assistant Auditor

Kim K. Bartling
   Executive Vice President
   Chief Operating Officer
   Treasurer



                           IOWA FIRST BANCSHARES CORP.

                Subsidiary Bank Directors as of December 31, 1999
                -------------------------------------------------
FIRST NATIONAL BANK OF MUSCATINE         FIRST NATIONAL BANK IN FAIRFIELD

George A. Shepley                        George A. Shepley
   Chairman of the Board and CEO            Chairman of the Board and CEO
      Iowa First Bancshares Corp.              Iowa First Bancshares Corp.
   Chairman of the Board                    Chairman of the Board
      First National Bank of Muscatine         First National Bank of Muscatine
   Chairman of the Board                    Chairman of the Board
      First National Bank in Fairfield         First National Bank in Fairfield

D. Scott Ingstad                         Dean H. Holst
   Vice Chairman of the Board and           Director
      President                                Iowa First Bancshares Corp.
      Iowa First Bancshares Corp.           Director, President and CEO
   Vice Chairman of the Board, President,      First National Bank in Fairfield
      and CEO
      First National Bank of Muscatine

Kim K. Bartling                          Kim K. Bartling
   Director, Executive Vice President,      Director, Executive Vice President,
      Chief Operating Officer, Treasurer       Chief Operating Officer and
      Iowa First Bancshares Corp.              Treasurer
   Director, Executive Vice President and      Iowa First Bancshares Corp.
      CFO                                   Director, Executive Vice President
      First National Bank of Muscatine         and CFO
   Director                                    First National Bank of Muscatine
      First National Bank in Fairfield      Director
                                               First National Bank in Fairfield

Larry L. Emmert                          Stephen R. Cracker
   President                                Director, Executive Vice President
       Hoffmann,  Inc.                         First National Bank in Fairfield

Donald R. Heckman                        Craig R. Foss
   Investor                                 President
   Factory Manager - Retired                   Foss, Kuiken & Gookin PC
      H.J. Heinz Co.
                                         Thomas S. Gamrath
David R. Housley                            Vice President & Treasurer
   President                                   Gamrath-Doyle & Associates, Inc.
      Doran and Ward Printing Co.
                                         John R. Hammes
Victor G. McAvoy                            President and General Manager
   President                                   Jefferson County Equipment Co.
      Muscatine Community College
                                         Marvin L. Nelson
John "Jay" S. McKee                         President
   Vice President of Finance                   The Nelson Company, Inc.
      McKee Button Company
                                         C. Gene Parker
Beverly J. White                            Agriculturalist
   Director and Vice President
      Quality Foundry Co.