Exhibit 20
IOWA FIRST BANCSHARES CORP.
300 East Second Street
Muscatine, Iowa 52761
PHONE (563) 263-4221

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Iowa First Bancshares Corp., an Iowa
corporation, will be held at the corporate offices of the Company and its
subsidiary, First National Bank of Muscatine, Muscatine, Iowa, on Thursday,
April 17, 2003, beginning at 2:00 p.m. in order to:

1. Elect three current Directors for terms of three years each.
2. Elect one new Director for a term of three years.
3. Transact any other business which may be properly brought before the
meeting or any adjournment of the meeting.

Common stockholders of record as of the close of business on March 10, 2003 are
entitled to vote at the meeting.

Even if you plan to attend the meeting, we encourage you to sign and return the
enclosed proxy. If you are unable to attend the meeting because of illness or
any other reason, your vote will still be cast. If you do attend the meeting,
your proxy will automatically be suspended if you elect to vote in person.

We encourage your attendance at this meeting. The Officers and Directors want to
keep you, one of the owners of the Company, informed of its activities and
progress.

/s/ George A. Shepley
March 11, 2003 ---------------------
George A. Shepley
Chairman of the Board

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE, AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE. IT IS IMPORTANT THAT
PROXIES BE RETURNED PROMPTLY.

PROXY STATEMENT

General Information Concerning the Solicitation of Proxies

This proxy statement is furnished on March 11, 2003, in connection with the
solicitation by the Board of Directors of the proxies in the accompanying form.

A shareholder who gives a proxy may revoke it at any time prior to its exercise
by filing with the Corporate Secretary a written revocation or a duly executed
proxy bearing a later date. The proxy will be suspended if the shareholder is
present at the meeting and elects to vote in person.

As of March 10, 2003, 1,424,445 shares of common stock were outstanding, each of
which is entitled to one vote at the meeting. Only shareholders of record as of
the close of business on March 10, 2003 will be entitled to notice of and to
vote at the meeting.

The affirmative vote of the holders of a majority of the outstanding shares
entitled to vote is required for adoption of motions and resolutions, except
that changes in voting rights, removal of Directors, amendments to the Articles
of Incorporation, and approval of mergers, consolidations, or partial
liquidations require the affirmative vote of the holders of two-thirds of the
outstanding shares entitled to vote.

Security Ownership of Certain Beneficial Owners

The following table sets forth information known as of February 28, 2003, with
respect to any person who is known to the Company to be the beneficial owner of
more than 5 percent of the Company's common stock.

Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- --------------------------------------------------------------------
George A. Shepley 117,399 (1) 8.24%
401 Hogan Court
Muscatine, Iowa

(1) Includes 117,099 shares as beneficially owned by Mr. Shepley because the
Company's management believes he has the power to exercise investment
decisions with respect to such shares.

The beneficial ownership of current, continuing and nominated Directors is set
out above and in the table on the following page. All current Directors and
Executive Officers as a group, thirteen parties, own beneficially 291,400
shares, which constitutes 20.5% of the class.

Election of Directors

At the annual meeting, shareholders will be asked to elect three current
Directors to hold office for terms of three years each. Shareholders will also
be asked to elect one new Director for a term of three years.

The Board of Directors and management recommend the election of the four
nominees listed herein. The named proxies intend to vote for the election of the
nominees. If, at the time of the meeting, any of such nominees is unable or
declines to serve, the discretionary authority provided in the proxy will be
exercised to vote for a substitute or substitutes, unless otherwise directed.
The Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.

Information Concerning Nominees for Election as Directors

The Board of Directors presently consists of twelve Directors divided into three
classes, with four Directors in each class. Directors of one class are elected
each year to hold office for a three-year term, until their successors are duly
elected and qualified, or until their earlier resignation or removal. The terms
of office of the current Class I Directors will expire on the election of the
Directors at the 2003 annual meeting of shareholders.

The shareholders will be asked to elect three of the current Class I nominees
listed herein for terms of three years or until a successor is elected and
qualified or until his or her earlier resignation or removal. The shareholders
will also be asked to elect one new Class I nominee, Richard L. Shepley, for a
term of three years or until a successor is elected and qualified or until his
earlier resignation or removal. Mr. Richard L. Shepley, the son of the current
Chairman of the Board, is not presently a director of the Company. Upon the
recommendation of the Company's independent Nominating Committee, Richard L.
Shepley is being added to the Class I Director nominees to fill the vacancy
created by the retirement of Chairman of the Board George A. Shepley. Mr. George
A. Shepley became President of First National Bank of Muscatine in 1963 and has
held various executive management and board positions with the organization over
the past forty years. Effective April 18, 2003, he is retiring from all duties
with the Company and its subsidiaries. The Company expresses its sincere thanks
to George A. Shepley for his many years of limitless energy, dedicated and
successful service, as well as outstanding leadership. If the four nominees are
elected all of the current twelve Directorships will be filled.

Certain information is provided on the following pages with respect to the four
persons nominated by the Board of Directors to serve as Directors and with
respect to the Directors continuing in office for terms expiring in 2004 and
2005.

IOWA FIRST BANCSHARES CORP.

DIRECTORS

As of February 28, 2003
Nominated Common Stock
For Term ------------------------
Expiring, Amount and
Nominee Position(s) Or Current Nature of Percent
Or Current Held with Director Term Beneficial of
Director the Company Age Since Expires Ownership Class
- --------------------------------------------------------------------------------------------------------------------------------

Kim K. Bartling Director. Executive Vice President, Chief
Operating Officer and Treasurer of the
Company. EVP and CFO of First National
Bank of Muscatine. 45 1994 2006 * 23,053 1.62%

Roy J. Carver, Jr. Director. 59 1989 2004 25,404 1.78%

Stephen R. Cracker Director. President and CEO
First National Bank in Fairfield. 57 2002 2004 12,803 **

Larry L. Emmert Director. 61 1993 2006 * 24,666 1.73%

Craig R. Foss Director. Vice Chairman of the Board, 53 1994 2005 3,360 **
First National Bank in Fairfield.

Donald R. Heckman Director. 64 1984 2005 26,060 1.83%

David R. Housley Director. 51 1999 2006 * 4,035 **

D. Scott Ingstad Vice Chairman, President and CEO of
the Company. Vice Chairman, President
and CEO, First National Bank of Muscatine. 52 1990 2005 ^ 18,047 1.27%

Dr. Victor G. McAvoy Director. 59 1994 2004 7,500 **

John "Jay" S. McKee Director. 49 1999 2004 1,260 **

Richard L. Shepley None 57 N/A 2006 * 18,219 (1) 1.28%

Beverly J. White Director. 63 1988 2005 21,024 1.48%
<FN>
* Nominated for election to the Board of Directors for a three year term at
the April 17, 2003, annual meeting of shareholders of Iowa First Bancshares
Corp.
** Less than 1 percent of the outstanding stock of the Company.
^ Upon retirement of George A. Shepley on April 18, 2003, Mr. Ingstad will
assume the additional title and responsibilities of Chairman of the Board
of the Company.
(1) The amount shown for Richard L. Shepley includes 11,319 shares of common
stock which are owned by trusts over which Mr. Shepley has only limited or
contingent ownership rights. Mr. Richard L. Shepley disclaims beneficial
ownership of such shares.
</FN>

Shares listed as beneficially owned include, for Directors who are also officers
of the Company, shares held in the Company's retirement plan for the benefit of
such individuals.

The business experience of each nominated and continuing Director is set forth
in the following section. All Directors have held their present position for at
least five years unless otherwise indicated.

Kim K. Bartling. Mr. Bartling has been Executive Vice President, Chief Operating
Officer and Treasurer since December 1996. He has served as Executive Vice
President and Chief Financial Officer of First National Bank of Muscatine since
February 1997. Mr. Bartling served as Senior Vice President, Chief Financial
Officer and Treasurer of the Company and First National Bank of Muscatine
beginning in 1988. Prior to serving in these positions he served as Vice
President/Finance of the Company and First National Bank of Muscatine since
1987. Mr. Bartling is also a Director of the Company, First National Bank of
Muscatine and First National Bank in Fairfield.

Roy J. Carver, Jr. Mr. Carver has been Chairman of Carver Pump Company, a
manufacturer of industrial pumps used in military and civilian applications,
since 1981. Mr. Carver is also a Director of Bandag, Incorporated, and Catalyst,
Inc., which have classes of securities registered with the Securities and
Exchange Commission. Mr. Carver is also President of Carver Aero, Inc., which
operates fixed base operations at airports in Muscatine, Iowa, and Davenport,
Iowa. He also is owner of several other private businesses involved in
manufacturing, retailing and real estate development.

Stephen R. Cracker. Mr. Cracker has served as President and CEO of First
National Bank in Fairfield since January 1, 2002, prior to which he served as
Executive Vice President and Chief Operating Officer from 1985 through 2001. Mr.
Cracker also has served since 1982 as a Director of First National Bank in
Fairfield.

Larry L. Emmert. Mr. Emmert has been President of Hoffmann, Inc., a general
building contractor located in Muscatine, Iowa, since 1981. Mr. Emmert is also a
Director of First National Bank of Muscatine.

Craig R. Foss. Mr. Foss has been President and a shareholder of the law firm of
Foss, Kuiken, Gookin & Cochran, P.C., Fairfield, Iowa, since 1979. Mr. Foss is
also Vice Chairman of the Board of First National Bank in Fairfield.

Donald R. Heckman. Mr. Heckman is an investor. Prior to retirement, Mr. Heckman
had been Factory Manager of the H. J. Heinz Co. plant located in Muscatine,
Iowa, 1973 to February 1995. This plant produced and warehoused various consumer
products including ketchup, gravy, and various sauces. Mr. Heckman is also a
Director of First National Bank of Muscatine.

David R. Housley. Mr. Housley has served over fifteen years as President of
Doran and Ward Printing Co., a commercial printing company specializing in the
printing of packaging products. Mr. Housley has served since late 2001 as
President of Simpson Security Papers, Inc., a manufacturer and wholesaler of
safety/security paper used primarily by printing companies for documents,
checks, certificates, licenses, etc. He also served as President of Master
Muffler and Brake, Inc. for more than fifteen years through December 2001, and
Automart Undercar Distributors for approximately five years ended in January
2002. These companies are retail and wholesale suppliers of mufflers and various
other replacement parts for the underside of automobiles. Mr. Housley became a
Director of First National Bank of Muscatine in February 1999 and a Director of
the Company in April 1999.

D. Scott Ingstad. Mr. Ingstad has served as First National Bank of Muscatine's
Vice Chairman of the Board since October 1999, and Director, President and CEO
of First National Bank of Muscatine since 1990. Mr. Ingstad is also Vice
Chairman as of October 1999, President since December 1996, and CEO since
January 2001, of the Company.

Dr. Victor G. McAvoy. Dr. McAvoy has served as President of Muscatine Community
College and Vice-Chancellor of the Eastern Iowa Community College District since
1986. Dr. McAvoy is also a Director of First National Bank of Muscatine.

John "Jay" S. McKee. Mr. McKee has served as Vice President of Finance of McKee
Button Company, a manufacturer of buttons emphasizing the men's dress shirt
market, since 1982. Mr. McKee became a Director of First National Bank of
Muscatine in February 1999 and a Director of the Company in April 1999.

Richard L. Shepley. Mr. Shepley has been an independent bank consultant since
2000. From 1997 until 2000, Mr. Shepley was Chief Investment Officer for
Marshall Ventures, LLC, a private equity fund specializing in financial
services. From 1990 until 1997, Mr. Shepley held various executive management
and Board of Directors positions with several companies in the commercial
banking, merchant banking, specialty finance and mortgage banking businesses.
For the period 1969 until 1990, he worked at First Bank System, Inc.,
Minneapolis, Minnesota, (now U.S. Bancorp, Inc.) where he attained the position
of Chief Credit Officer and served on the Boards of The First National Bank of
Saint Paul and First National Bank of Minneapolis. He currently serves on the
Board of Directors of Sunwest Bank, Tustin, California, which has securities
registered with the Securities and Exchange Commission as well as Franklin
National Bank, Minneapolis, Minnesota, First Eldorado Bancshares, Inc.,
Eldorado, Illinois, and American Bank, Grand Rapids, Minnesota.

Beverly J. White. Mrs. White has served as a Director since 1993, and Vice
President since 1996, of Quality Foundry Co. Quality Foundry Co. is landlord to
a business operating a grey iron foundry specializing in semi-steel castings.
Mrs. White is also a Director of First National Bank of Muscatine.

Officers and Directors of the Company and its subsidiaries have had, and may
have in the future, banking transactions in the ordinary course of business of
the Company's subsidiaries. All such transactions are on substantially the same
terms, including interest rates on loans and collateral, as those prevailing at
the time for comparable transactions with others and involve no more than the
normal risk of collectibility.

Meetings and Committees of the Board of Directors

The Board of Directors held twelve regular meetings and no special meetings
during the last fiscal year. All incumbent Directors attended at least 75% of
the regular Board of Directors meetings held after each Director was duly
elected and qualified. The annual retainer that each outside Company Director
received in 2002 was $5,500, plus $100 to $125 for each committee meeting
attended. During 2002, each Director of the Company served as Director and
member of committees for subsidiary boards and committees, with the exception of
Mr. Carver who served only as a Director of the Company. The annual retainer fee
paid to each outside subsidiary Director was $4,200 to $4,500, plus $100 to $250
for attendance at each committee meeting. Executive officers who also serve on
the Board of Directors do not receive such retainer or committee fees.

The Company's committees of the Board of Directors meet on an "as needed" basis.
The Human Resource and Compensation Committee met two times; its members are
Mrs. White (Chairperson), Mr. Emmert, Mr. Housley, Dr. McAvoy, and Mr. Shepley.
Mr. Shepley did not discuss or vote on any issues that came before this
committee which dealt with his salary, bonus, or other perquisites. In the
future no inside directors will serve on this committee. The Retirement Plan
Committee met one time during 2002; its members are Dr. McAvoy (Chairman), Mr.
Emmert, Mrs. White and Mr. Bartling. The Audit Committee met four times; its
members are Mr. Heckman (Chairman), Mr. McKee, and Mrs. White. The Nominating
Committee met one time during 2002; its members are Mrs. White (Chairperson),
Mr. Heckman and Dr. McAvoy.

Compensation Committee Report

The Human Resource and Compensation Committee serves as the Company's
compensation committee. The Committee policy is to seek to provide fair and
competitive compensation, encourage the retention of highly qualified
individuals and enhance shareholder value by encouraging increased profitability
of the Company. This policy is intended to align the financial interest of the
Company's and subsidiary banks' officers (including all executive officers of
the Company) with those of the shareholders, as well as to create an atmosphere
that recognizes the contribution and performance of each officer. In addition to
merit-based promotions, the essential components of the compensation policy for
the Company's executive officers are base compensation, cash bonuses, and
deferred compensation.

The Committee considers many factors when determining compensation levels for
executive officers. These factors include the extent to which each executive
officer contributes to enhancement of shareholder value and comparisons of the
Company's compensation of executive officers to the compensation paid to
executive officers by other companies in the banking industry, including peer
groups. The Committee also considers the extent to which each executive officer
contributes to attainment of earnings targets for the Company and each
subsidiary. Other factors include the executive officer's contribution to return
on average equity, contribution to maintaining and enhancing earnings per share,
contribution to the profitable growth of the Company, and contribution to
improvements in quality of assets and, thus, quality of earnings. In determining
the base compensation of the executive officers for 2002, the Committee
considered all of the aforementioned factors, as well as an average salary
increase at the subsidiary banks of approximately 2.5% - 3.5%.

In determining the compensation level for the Chief Executive Officer, the
Committee specifically reviews trends in the Company's earnings per share,
return on average equity, and growth of the balance sheet. It looks at the
overall return to shareholders, including dividends paid and changes in the fair
market value of the Company's stock. The Committee also assesses the CEO's
effectiveness in leadership and communication skills, as demonstrated by the
level at which the subsidiary banks attain their targets for earnings and asset
quality, and the effectiveness of the strategic and operating planning process,
which the CEO leads. During 2001, the Company's earnings per share decreased
1.7%, cash dividends declared per share resulted in a yield on beginning of the
year price of 4.1%, total average assets grew 2.6%, and total shareholder return
was 5.1%. Return on average equity was 15.0%. Nonaccrual loans, renegotiated
loans and loans past due 90 days or more decreased $113,000 (12.8%) while net
loans increased approximately $2.2 million or 0.8%.

Mr. Shepley was not present and, therefore, did not discuss or vote on any
issues that came before this committee which dealt with his salary, bonus,
perquisites, or post-retirement compensation package. The Compensation Committee
approved the following post-retirement consulting agreement and benefits for
George A. Shepley. Mr. Shepley will be paid a $3,000 per month consulting fee
for the period April 18, 2003 through December 31, 2003, in recognition of his
40 years of dedicated leadership of the Company. During this consulting period,
Mr. Shepley shall be available to offer his counsel upon request by Company
officials. Additionally, his local country club dues of $3,185 will be paid for
2003, as well as a business related expense account up to $250 per month until
December 31, 2003. An office, local phone service, and a reserved parking space
will be provided Mr. Shepley until he no longer desires such amenities for his
personal use. Finally, the company-owned automobile that Mr. Shepley has driven
prior to his retirement, with a depreciated value of approximately $14,500, will
be given as a retirement gift from the Company to Mr. Shepley. In the future no
inside directors will serve on this committee.

This report submitted by the Human Resource Committee:
Beverly J. White, Chairperson Larry L. Emmert
David R. Housley Victor G. McAvoy
George A. Shepley

Executive Compensation

The following table sets forth the remuneration paid or accrued for the past
three years by the Company and its subsidiaries to the highest paid executive
officers whose 2002 cash compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards Payouts
------------------------------- ----------------------
Restricted
Name and Principal Other Annual Stock Options or LTIP All Other
Position(s) Year Salary Bonus Compensation Awards SARs Payouts Compensation
$ $ $ $ # $ $ (1)
- ------------------------------------------------------------------------------------------------------------------------------------

George A. Shepley ................... 2002 110,000 14,025 -- -- -- -- 11,133
Chairman of the Board of the ........ 2001 106,000 2,500 -- -- -- -- 11,083
Company, First National Bank ........ 2000 206,000 13,133 -- -- -- -- 11,817
of Muscatine and First
National Bank in Fairfield

D. Scott Ingstad .................... 2002 175,000 23,406 -- -- -- -- 29,868
Vice Chairman, President & CEO ...... 2001 173,400 21,935 -- -- -- -- 23,088
of the Company; Vice Chairman, ...... 2000 173,400 19,074 -- -- -- -- 18,380
President and CEO, First National
Bank of Muscatine

Stephen R. Cracker .................. 2002 100,000 5,000 -- -- -- -- 13,698
Director of the Company; ............ 2001 92,865 2,437 -- -- -- -- 11,437
Director, President and CEO, ........ 2000 90,161 1,360 -- -- -- -- 8,959
First National Bank in Fairfield

Kim K. Bartling ..................... 2002 136,500 18,428 -- -- -- -- 22,490
Director, Executive Vice ............ 2001 132,500 16,475 -- -- -- -- 17,558
President, Chief Operating .......... 2000 128,000 11,680 -- -- -- -- 13,894
Officer and Treasurer of the Company;
Director, EVP and CFO, First National
Bank of Muscatine; Director,
First National Bank in Fairfield

Tim M. Nelson ....................... 2002 109,333 13,940 -- -- -- -- 14,033
Executive Vice President ............ 2001 105,600 9,000 -- -- -- -- 11,045
and Senior Loan Officer, ............ 2000 101,467 9,766 -- -- -- -- 9,179
First National Bank of
Muscatine
<FN>
(1) Includes contributions to the employee stock ownership plan with 401(k)
provisions totaling: $11,133 for Mr. Shepley, $18,382 for Mr. Ingstad,
$10,017 for Mr. Cracker, $15,139 for Mr. Bartling, and $11,621 for Mr.
Nelson. Also includes matching contributions and interest earnings under
the Company's deferred compensation plan totaling: $0 for Mr. Shepley,
$11,486 for Mr. Ingstad, $3,681 for Mr. Cracker, $7,351 for Mr. Bartling,
and $2,412 for Mr. Nelson.
</FN>

Audit Committee Report

In accordance with its written charter adopted by the Board of Directors, the
Audit Committee assists the Board of Directors in fulfilling its
responsibilities to stockholders concerning the Company's financial reporting
and internal controls, and facilitates open communication among the Audit
Committee, Board of Directors, outside auditors, and management. In discharging
its oversight role, the Audit Committee reviewed and discussed the audited
financial statements contained in the 2002 Annual Report on Form 10-K with the
Company's management and independent auditor. Management is responsible for the
financial statements and the reporting process, including the system of internal
controls. The independent auditor is responsible for expressing an opinion on
the conformity of those financial statements with accounting principles
generally accepted in the United States of America.

The Committee met privately with the independent auditor, and discussed issues
deemed significant by the auditor, including those required by Statement on
Auditing Standards No. 61 (Communications with Audit Committees). In addition,
the Committee discussed with the independent auditor its independence from Iowa
First Bancshares Corp. and its management, including the matters in the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and considered whether the
provision of non-audit services was compatible with maintaining the auditor's
independence.

In reliance on the reviews and discussions outlined above, the Audit Committee
has recommended to the Board that the audited financial statements be included
in Iowa First Bancshares Corp.'s Annual Report on Form 10-K for the year ended
December 31, 2002, for filing with the SEC.

All members of the Audit Committee meet the independence standards as defined in
the applicable listing standards of the National Association of Securities
Dealers.

This report submitted by the Audit Committee: Donald R. Heckman (Chairman), John
"Jay" S. McKee and Beverly J. White.

Nominating Committee

The independent Nominating Committee is responsible for recommending to the full
Board of Directors nominees to stand for election as Directors and to fill any
vacancies which may occur from time to time. In addition, the Nominating
Committee is responsible for considering any nominations for director submitted
by shareholders and for reviewing the size and composition of the Board and the
criteria for selecting nominees to the Board. The Committee also recommends to
the full Board of Directors the chairmanship and composition of all Board
committees.

McGladrey & Pullen, LLP's Fees

Audit Fees:

The aggregate fees billed for professional services rendered for the audit of
the Company's annual financial statements for the year ended December 31, 2002
and the review of the financial statements included in the Company's Forms 10-Q
for 2002 filed with the Securities and Exchange Commission was $72,660.

Financial Information Systems Design and Implementation fees:

No fees were earned by McGladrey & Pullen, LLP for any information technology
service (of the type described in Rule 2-01 (c)(4)(ii)(B) of Regulation S-X)
during 2002.

All other fees:

The aggregate fees billed for non-audit services rendered by McGladrey & Pullen,
LLP and its associated entity, RSM McGladrey, Inc., for the year ended December
31, 2002, was $68,036. The audit committee has considered whether the provision
of these services is compatible with maintaining the independence of McGladrey &
Pullen, LLP.

Representatives of McGladrey & Pullen, LLP, independent auditors for the
Company, will be present at the annual meeting, will have an opportunity to make
any statement they desire, and will be available to respond to appropriate
questions.

Employee Stock Ownership Plan with 401(k) Provisions

The Company sponsors an employee stock ownership plan with 401(k) provisions. An
employee becomes a participant upon completing a minimum period of employment.
Employee contributions up to 6% of total compensation per employee are matched
by the employer at a rate of 50% of the employee contributed amount.
Additionally, the employer may make discretionary profit-sharing contributions
to the plan; total annual contributions cannot exceed the amount that can be
deducted for federal income tax purposes. Participants may direct investment of
the funds they have contributed to their individual accounts under the plan
utilizing several fixed income and equity investment options. A portion of the
discretionary profit-sharing contributions made by the Company or its
subsidiaries for the participants may be directed for investment in common
shares of the Company. Participant (but not Company) contributions are included
in salary in the Summary Compensation Table. The Company and its subsidiaries
contributed a cash total of $318,597 to this plan for 2002.

Performance Incentive Plans

In addition to base compensation, each executive officer of the Company and the
subsidiaries has specific annual weighted goals which, if attained, will result
in year-end cash performance incentive pay equal to 10% of base pay. The maximum
annual payment under this incentive plan is 15% of base pay for each participant
for substantially exceeding the goals established. For the year ended December
31, 2002, amounts paid or accrued under this incentive plan totaled $95,654
which included $74,799 for executive officers of the Company as a group. Also,
the Company and subsidiaries have discretionary performance incentive plans
covering a majority of the officer level employees as well as other specific
employees. These plans encourage improved efficiency and effectiveness of
employees by increasing remuneration as a direct result of individual and
organizational goal attainment. Payments made or accrued under all performance
incentive plans, including the executive officer plan discussed above, totaled
$190,722 for 2002.

Executive Employment Agreements

In order to advance the interests of the Company by enabling the Company to
attract and retain the services of key executives upon which the successful
operations of the Company are largely dependent, the Board of Directors tendered
Employment and Change in Control Agreements to D. Scott Ingstad and Kim K.
Bartling. An Employment Agreement was also tendered by the Board of Directors to
Tim M. Nelson. See the Summary Compensation Table for information regarding the
Company positions held by these individuals.

The Employment Agreements are for a base term of two years and automatically
renew unless 90-days notice of non-renewal is provided to the other party. If an
executive's employment is terminated prior to the expiration of the Agreement or
by the providing of notice of non-renewal, or if the executive is constructively
discharged (for example, as a result of a reduction in responsibilities or
compensation, or other breach of the Agreement by the Company), the executive is
entitled to a severance benefit of: (1) twelve months base pay; (2) any vacation
pay accrued but not yet taken; (3) an amount equal to the annual average past
three years payment under the Performance Incentive Plan; and (4) reimbursement
of a portion of medical premiums paid by the executive such that the same
"cost-sharing" basis provided at the date of termination is maintained.

Upon a change in control, as defined, the Change in Control Agreements become
effective. The executive will, under the Agreement, remain employed by the
Company for three years after the effective date or until executive's normal
retirement date (the Employment Term), whichever is earlier. An executive who is
terminated or constructively discharged after a change in control is entitled to
the following for the remainder of the Employment Term: (1) base pay; (2)
payments under the Performance Incentive Plan; (3) perquisites to which the
executive was entitled on the date of the change in control; and (4)
contributions for benefits expected to be made to the Company's retirement
plans.

Supplemental Compensation will also be provided to mitigate the effects of any
excise taxes applicable to executive employment payments. Each executive is
subject to a confidentiality agreement, and if the executive voluntarily
terminates employment prior to a change in control or if executive's employment
is terminated for cause, the executive will be subject to noncompetition and
nonsolicitation agreements.

Deferred Compensation Agreements

The Company has entered into Deferred Compensation Agreements with certain
directors and executive officers of the Company. Under the provisions of the
agreements the directors and officers may defer a portion of their compensation
each year. Based upon individual performance, if Board established performance
targets are met, a match of up to 50% of the officers' deferrals (with an annual
cap of $6,250 per participant) may be made by the Company. Related to the
agreements, the Company has purchased various life insurance contracts. Interest
on deferrals is computed at an annual rate equal to the taxable equivalent
(determined using the Company's highest marginal tax bracket) of the highest
yielding insurance contracts purchased by the Company related to the agreements.
At December 31, 2002 the rate was 10%. Upon retirement, the director or officer
will receive the deferral balance in 180 equal monthly installments. During the
year ended December 31, 2002, the Company expensed $134,000 related to the
agreements. As of December 31, 2002, the liability related to the agreements
totaled $342,000.

The Company currently has no Incentive Stock Option or Nonstatutory Stock Option
plans.

The remainder of this page left intentionally blank.

Comparative Performance By The Company

The graph below compares cumulative total return of the Company's common stock
with (i) the Russell 2000 Stock Index, and (ii) the Media General Financial
Services, Inc. (MGFS) Index for the stocks of small banks and bank holding
companies in the Midwestern United States selected by the Company as a peer
group (representing approximately twenty companies each with total assets under,
or slightly over, one billion dollars). In the Company's opinion, this index,
which includes mainly smaller banking companies, affords a representative and
meaningful comparison with Iowa First Bancshares Corp. The chart assumes an
investment of $100 on January 1, 1998, in each of the Company's common stock,
the Russell 2000 Stock Index, and the MGFS Index for the stocks of the selected
bank peer group. Each year's performance is for the twelve months ended December
31. The index level for all series was set to 100.00 on January 1, 1998. The
overall performance assumes dividend reinvestment throughout the period. The
Company's common stock is thinly traded on the over-the-counter bulletin board
and is not listed on any other established stock market exchange, thus the price
used for the Company's common stock in the chart was the greater of the year-end
bid price supplied by one of the brokerage firms which acts as a market maker
for the Company or the appraisal price supplied by an independent appraiser. The
data points used in the omitted graph are as follows:

Comparison of 5-Year Cumulative Total Return Among
Iowa First Bancshares Corp.,
Peer Group Index, and Russell 2000 Index

1997 1998 1999 2000 2001 2002
----------------------------------------------

Iowa First Bancshares
Corp. (IFST) ......... 100.00 110.75 99.46 84.13 88.48 108.97
Peer Group Index Small
Banks (Peer) ......... 100.00 89.03 72.02 59.54 80.69 99.85
Russell 2000 Index
(Russell) ............ 100.00 97.20 116.24 111.22 112.36 88.11

Deadline for Shareholder Proposals for 2004 Annual Meeting

Proposals by shareholders intended to be presented at the 2004 annual meeting
must be received at the Company's executive offices no later than November 11,
2003, to be included in the proxy statement and proxy form.

Deadline for Shareholder Nominations of Directors for 2004 Annual Meeting

Proposals by shareholders for vacant directorships intended to be presented at
the 2004 annual meeting must be received at the Company's executive offices no
later than November 11, 2003 to be included in the proxy statement and proxy
form.

General

The entire cost of soliciting proxies for the annual meeting is paid by the
Company. No solicitation other than by mail is contemplated.

The Board of Directors knows of no other matters which will be brought before
the meeting, but, if other matters properly come before the meeting, the persons
named in the proxy intend to vote the proxy according to their best judgment.

On written request to the undersigned at 300 East Second Street, Muscatine, Iowa
52761, the Company will provide, without charge to the shareholder, a copy of
its Annual Report on Form 10-K, including financial statements and schedules,
filed with the Securities and Exchange Commission for its most recent fiscal
year.

Information set forth in this proxy statement is as of March 10, 2003, unless
otherwise dated.

/s/ George A. Shepley
---------------------
March 11, 2003 George A. Shepley
Chairman of the Board