To the Stockholders
Iowa First Bancshares Corp.
Muscatine, Iowa

For the full year of 1995,  net income  reached  record  levels of $3,050,000 or
$5.11 per share.  This  represents  a $175,000  or 6.1%  increase  over 1994 net
income. Consolidated net income for the quarter ended December 31, 1995, totaled
$750,000 compared to $670,000 during the same quarter last year.

Contributing  to the record  performance  was an increase in net interest income
and  management's  success in their  continuing  efforts  to  control  operating
expenses.  Net  interest  income  for 1995 was  $9,891,000  which  represents  a
$188,000 (1.9%) increase over 1994.  Operating  expenses  decreased  $264,000 or
3.7% in 1995. During the third quarter,  a refund was received from the FDIC for
overpayments of previously  submitted deposit insurance  premiums by the banking
industry,  including our subsidiary banks, to the Bank Insurance Fund (BIF). The
refunds to our banks  totaled  over  $130,000  before  income tax  consequences.
Additionally,  future BIF premium rates were reduced  approximately  80% for our
banks. FDIC insurance expense was $260,000 less than the prior year.  Continuing
asset quality enhancement resulted in a modest provision for loan losses of only
$45,000  which was $20,000 lower than a year  earlier.  Further  evidence of the
results of expense control is found in the efficiency ratio at year-end of 60.0%
versus 64.0% and 62.7% for 1993 and 1994,  respectively.  An explanation of what
constitutes the efficiency ratio can be found under key ratios on page three.

Nonperforming  loans  consisting of nonaccrual  loans and loans 90 days past due
totaled $994,000, a decrease of $398,000 or 28.6% from a year earlier.

The improvement noted above resulted in return on average equity for the year of
14.0% contrasted to 14.8% for the prior year. Return on average assets was 1.18%
for 1995 compared to 1.12% in 1994. Please refer to the Management's  Discussion
and  Analysis  section  beginning  on page of this  report  for a more  detailed
analysis of important issues and trends.

Of particular significance was the higher volume of loans which reached a net of
$169,342,000 at year-end,  an increase of $7,327,000 (4.5%) over the prior year.
Both subsidiaries  enjoyed excellent loan growth despite intense competition for
all types of loans.  Total  deposits and  repurchase  agreements at December 31,
1995,  were  $242,767,000,  $11,496,000  higher than the previous  year total of
$231,271,000.  Total shareholder  equity at the end of 1995 was $23,033,000,  an
increase of 11.4% over 1994.

There  continues to be little trading  activity in Iowa First  Bancshares  Corp.
stock. A recent independent appraisal of the Company valued the stock at $50 per
share,  approximately 124% of book value at December 31, 1995. At year-end,  the
employee stock  ownership  plan owned 25,428 shares or 4.4% of the Company.  The
ongoing program of purchasing  treasury shares continues;  at December 31, 1995,
shares  representing  4.7% of the Company's  issued  shares had been  purchased.
Please refer to the following graph for a summary of the stock price performance
over the last few years.  The Board of Directors  approved cash dividend payouts
during 1995 of  approximately  $1,072,000,  further  evidence of the  Director's
commitment  to  enhance  the  return to  stockholders  consistent  with  prudent
administration  of the Company.  The graph below  summarizes  the cash dividends
paid for the past several years.

The total annual  investment  return (change in stock price plus  dividends) for
the past  one,  three,  and  five-year  periods  have been  32%,  34%,  and 31%,
respectively.

While record financial results achieved during 1995 were partially a function of
continued  favorable  interest  rates and reduction in FDIC  insurance  expense,
special  recognition for the overall performance of the Banks is attributable to
the excellent management at the respective banking subsidiaries.

As we look to 1996,  there is, as always,  much  uncertainty in forecasting  the
future  direction  of interest  rates.  The 1996 budgets for the Company and its
subsidiaries  project  relatively  stable market  interest  rates which will add
pressure to the net interest margin, and consequently, earnings.

Your continued support and confidence is appreciated.



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






IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

BALANCE SHEET (at year end)                                 1995              1994             1993
- ------------------------------------------------------------------------------------------------------------
                                                                               

   Net loans                                         $     169,342,000 $    162,015,000 $     154,706,000
   Allowance for loan losses                                 2,309,000        2,526,000         2,654,000
   Deposits and securities sold under agreements
      to repurchase                                        242,767,000      231,271,000       234,941,000
   Total assets                                            272,830,000      253,800,000       257,403,000
   Stockholders' equity                                     23,033,000       20,672,000        18,748,000

STATEMENT OF INCOME (for the year)
- ------------------------------------------------------------------------------------------------------------
   Net interest income                               $       9,891,000        9,703,000 $       9,519,000
   Provision for loan losses                                    45,000           65,000            56,000
   Other income                                              1,576,000        1,682,000         1,699,000
   Other operating expense                                   6,877,000        7,141,000         7,175,000
   Income before income taxes and cumulative
      effect of a change in accounting
      principle                                              4,545,000        4,179,000         3,987,000
   Income taxes                                              1,495,000        1,304,000         1,319,000
   Income before cumulative effect of a change
      in accounting principle                                3,050,000        2,875,000         2,668,000
   Cumulative effect of a change in accounting
      principle                                                      0                0           300,000
   Net income                                                3,050,000        2,875,000         2,968,000

PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------
   Net income, primary                               $            5.14 $           4.90 $            5.21 *
   Net income, fully diluted                                      5.11             4.90              5.21 *
   Book value at year-end                                        40.27            35.79             32.93
   Stock price at year-end (greater of bid or
      appraised price)                                           50.00            39.00             34.00
   Cash dividends declared during the year                        1.60             1.35              1.15
   Cash dividends declared as a percentage of
      net income                                                   31%              28%               22%

KEY RATIOS
- ------------------------------------------------------------------------------------------------------------
   Return on average assets                                      1.18%            1.12%             1.17% *
   Return on average stockholders' equity                       13.97            14.82             16.95  *
   Net interest margin-tax equivalent                            4.28             4.22              4.19
   Average stockholders' equity to average assets                8.44             7.54              6.89
   Total capital to risk-based assets                           15.12            14.68             13.38
   Efficiency ratio (all  operating  expenses,  
     excluding the provision for loan
     losses, divided by the sum of net interest income
     and other income)                                          59.97            62.72             63.96


<FN>
Cumulative  effect of a change in accounting  principle  increased  income per
share,  return on average  assets,  and return on average  stockholders'  equity
$.53, .12% and 1.71%, respectively.
</FN>


















                          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, 1995 and 1994,  and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the  years  ended  December  31,  1995,  1994,  and  1993.  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, 1995 and 1994,  and the
results of their  operations  and their cash flows for the years ended  December
31, 1995,  1994,  and 1993, in conformity  with  generally  accepted  accounting
principles.








Davenport, Iowa
January 31, 1996






IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994

ASSETS                                                                                  1995             1994
- --------------------------------------------------------------------------------------------------------------------
                                                                                              

Cash and due from banks                                                          $      10,963,000 $     11,720,000
Investment securities held to maturity (Note 2)                                                  0       53,659,000
Investment securities available for sale (Note 2)                                       60,728,000       15,791,000
Federal funds sold and other overnight investments                                      24,700,000        3,337,000
Loans, net (Note 3)                                                                    169,342,000      162,015,000
Bank premises and equipment, net (Note 4)                                                4,342,000        4,545,000
Accrued interest receivable                                                              2,283,000        2,038,000
Other assets                                                                               472,000          695,000
                                                                                 -----------------------------------
              Total assets                                                       $     272,830,000 $    253,800,000
                                                                                 ===================================

LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------------------------------------------
LIABILITIES
   Deposits:
      Noninterest-bearing                                                        $      35,076,000 $     35,336,000
      Interest-bearing                                                                 200,877,000      193,687,000
                                                                                 -----------------------------------
              Total deposits (Note 5)                                                  235,953,000      229,023,000
   Securities sold under agreements to repurchase (Note 6)                               6,814,000        2,248,000
   Federal Home Loan Bank advances (Note 6)                                              3,398,000
   Dividends payable                                                                       246,000          401,000
   Treasury tax and loan open note (Note 6)                                              1,525,000
   Other liabilities                                                                     1,861,000        1,456,000
                                                                                 -----------------------------------
              Total liabilities                                                        249,797,000      233,128,000
                                                                                 -----------------------------------

COMMITMENTS  AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY (Note 7)
   Preferred stock,  stated value of $1.00 per share; shares authorized 1995 and    
      1994, 500,000; shares issued 1995 and 1994 none                                            0                0
   Common stock, no par value; shares authorized 1995 and 1994,
      2,000,000; shares issued 1995 and 1994, 600,000                                      200,000          200,000
   Additional paid-in capital                                                            3,800,000        3,800,000
   Retained earnings                                                                    19,326,000       17,193,000
                                                                                 -----------------------------------
                                                                                        23,326,000       21,193,000
   Unrealized gains (losses) on securities available for sale, net                         229,000        (233,000)
   Less cost of common shares acquired for the treasury, 1995,
      28,079 and 1994, 22,399                                                              522,000          288,000
                                                                                 -----------------------------------
              Total stockholders' equity                                                23,033,000       20,672,000
                                                                                 -----------------------------------
              Total liabilities and stockholders' equity                         $     272,830,000 $    253,800,000
                                                                                 ===================================
See Notes to Consolidated Financial Statements.







IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1995, 1994, and 1993

                                                                   1995              1994             1993
- -----------------------------------------------------------------------------------------------------------------
                                                                                      
Interest income:
   Interest and fees on loans:
      Taxable                                               $      14,322,000 $     12,499,000 $      12,050,000
      Nontaxable                                                      322,000          372,000           439,000
   Interest on investment securities:
      Taxable                                                       3,189,000        3,619,000         4,064,000
      Nontaxable                                                      520,000          350,000           227,000
   Interest on federal funds sold and other overnight
      investments                                                     588,000          297,000           389,000
   Interest on deposits at financial institutions
      and other interest income                                         1,000           18,000            31,000
                                                            -----------------------------------------------------
              Total interest income                                18,942,000       17,155,000        17,200,000
                                                            -----------------------------------------------------
Interest expense:
   Interest on deposits                                             8,727,000        7,264,000         7,414,000
   Interest on securities sold under agreements
      to repurchase and other interest expense                        324,000          139,000           114,000
   Interest on note payable                                                 0           49,000           153,000
                                                            -----------------------------------------------------
              Total interest expense                                9,051,000        7,452,000         7,681,000
                                                            -----------------------------------------------------
              Net interest income                                   9,891,000        9,703,000         9,519,000
Provision for loan losses (Note 3)                                     45,000           65,000            56,000
                                                            -----------------------------------------------------
              Net interest income after provision
              for loan losses                                       9,846,000        9,638,000         9,463,000
                                                            -----------------------------------------------------
Other income:
   Trust department                                                   308,000          273,000           269,000
   Service fees                                                       941,000          970,000           968,000
   Investment securities gains, net                                     3,000            9,000                 0
   Other                                                              324,000          430,000           462,000
                                                            -----------------------------------------------------
              Total other income                                    1,576,000        1,682,000         1,699,000
                                                            -----------------------------------------------------
Operating expenses:
   Salaries and employee benefits                                   4,012,000        3,995,000         3,822,000
   Occupancy expenses, net                                            526,000          548,000           521,000
   Equipment expenses                                                 422,000          410,000           437,000
   Office supplies and postage                                        371,000          342,000           369,000
   Computer costs                                                     340,000          382,000           383,000
   FDIC insurance                                                     265,000          525,000           556,000
   Legal fees                                                          21,000           26,000            28,000
   Other operating expenses                                           920,000          913,000         1,059,000
                                                            -----------------------------------------------------
              Total operating expenses                      $       6,877,000 $      7,141,000 $       7,175,000
                                                            -----------------------------------------------------
              Income before income taxes
              and cumulative effect of a change
              in accounting principle                       $       4,545,000 $      4,179,000 $       3,987,000

Income taxes (Note 9)                                               1,495,000        1,304,000         1,319,000
                                                            -----------------------------------------------------
Income before cumulative effect of a change in
   accounting principle                                             3,050,000        2,875,000         2,668,000
Cumulative effect of a change in accounting
   principle                                                                0                0           300,000
                                                            -----------------------------------------------------
              Net income                                    $       3,050,000 $      2,875,000 $       2,968,000
                                                            =====================================================
Weighted average common and common equivalent
   shares                                                             593,007         586,735*          570,085*
Weighted average common and common equivalent
   shares, assuming full dilution                                     596,641         586,735*          570,085*
Earnings per common and common equivalent
   share:
   Primary:
      Income before cumulative effect of change in
        accounting principle                                $            5.14 $          4.90* $           4.68*
      Cumulative effect on prior years of change in
        accounting for income taxes                                         0               0              0.53*
                                                            -----------------------------------------------------
              Net income                                    $            5.14 $          4.90* $           5.21*
                                                            =====================================================



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1995, 1994, and 1993

                                                                   1995              1994             1993
- -----------------------------------------------------------------------------------------------------------------
                                                                                      


   Fully diluted:
      Income before cumulative effect of change in
        accounting principle                                $            5.11 $          4.90* $           4.68*
      Cumulative effect on prior years of change in
        accounting for income taxes                                         0               0              0.53*
                                                            -----------------------------------------------------
              Net income                                    $            5.11 $          4.90* $           5.21*
                                                            =====================================================
Dividends declared per share                                $            1.60 $           1.35 $            1.15

<FN>
*Excludes the effects of common stock equivalents as resulting  dilution was 
 less than 3%.
</FN>


See Notes to Consolidated Financial Statements.



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1995, 1994, and 1993


                                                                                                         Unrealized
                                                                                                            Gain    
                                                                                                         (Loss) on
                                                                                                         Securities
                                         Common Stock    Additional                    Treasury Stock     Available
                                      -----------------    Paid-In     Retained      ------------------   For Sale,
                                      Number    Amount     Capital     Earnings      Number      Amount      Net        Total
                                      ------------------------------------------------------------------------------------------
                                                                                             
Balance, December 31, 1992            600,000 $ 200,000 $ 3,800,000  $ 12,779,000     27,362  $  500,000  $       0  $16,279,000
   Net income                               0         0           0     2,968,000          0           0          0    2,968,000
   Cash dividends declared, $1.15 
     per share                              0         0           0      (655,000)         0           0          0     (655,000)
   Purchase of common stock for the 
     treasury                               0         0           0             0      8,265     227,000          0     (227,000)
   Sale of common stock from the 
     treasury to the ESOP                   0         0           0             0     (5,000)   (135,000)         0      135,000
   Unrealized gain on securities 
     available for sale, net                0         0           0             0          0           0    248,000      248,000
                                   -----------------------------------------------------------------------------------------------

Balance, December 31, 1993            600,000   200,000   3,800,000    15,092,000     30,627     592,000    248,000   18,748,000
   Net income                               0         0           0     2,875,000          0           0          0    2,875,000
   Cash dividends declared, $1.35 
     per share                              0         0           0      (774,000)         0           0          0     (774,000)
   Purchase of common stock for the 
     treasury                               0         0           0             0        900      32,000          0      (32,000)
   Sale of common stock from the 
     treasury to the ESOP                   0         0           0             0     (9,128)   (336,000)         0      336,000
   Change in unrealized (loss) 
     on securities available for 
     sale, net                              0         0           0             0          0           0   (481,000)    (481,000)
                                  ------------------------------------------------------------------------------------------------

Balance, December 31, 1994            600,000   200,000   3,800,000    17,193,000     22,399     288,000   (233,000)  20,672,000
   Net income                               0         0           0     3,050,000          0           0          0    3,050,000
   Cash dividends declared, $1.60 
     per share                              0         0           0      (917,000)         0           0          0     (917,000)
   Purchase of common stock for the 
     treasury                               0         0           0             0      6,680     261,000          0     (261,000)
   Issuance of 1,000 shares of 
     treasury stock upon exercise 
     of stock options                       0         0           0             0     (1,000)    (27,000)         0       27,000
   Change in unrealized gain on 
     securities available for 
     sale, net                              0         0           0             0          0           0    462,000      462,000
                                --------------------------------------------------------------------------------------------------
Balance, December 31, 1995            600,000 $ 200,000 $ 3,800,000  $ 19,326,000     28,079 $   522,000 $  229,000 $ 23,033,000  
                                ==================================================================================================


See Notes to Consolidated Financial Statements.






IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1995, 1994, and 1993

                                                                   1995              1994             1993
- -----------------------------------------------------------------------------------------------------------------
                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                               $       3,050,000 $      2,875,000 $       2,968,000
   Adjustments to reconcile net income to net cash
      provided by operating activities:
   Proceeds from loans sold to FHLMC                                2,972,000        2,932,000         6,010,000
   Loans underwritten for FHLMC                                    (2,962,000)      (2,901,000)       (5,954,000)
   Gains on loans sold to FHLMC                                       (10,000)         (31,000)          (56,000)
   Provision for loan losses                                           45,000           65,000            56,000
   Investment securities gains, net                                    (3,000)          (9,000)                0 
   Depreciation                                                       371,000          407,000           462,000
   Deferred income taxes                                                2,000           (5,000)          207,000
   Amortization of premiums and accretion of
      discounts on loans and investment
      securities, net                                                 251,000          426,000           350,000
   Change in assets and liabilities:
      (Increase) decrease in accrued interest receivable             (245,000)         (20,000)          118,000
      Net (increase) decrease in other assets                         (37,000)        (177,000)          226,000
      (Decrease) in other liabilities                                (250,000)        (477,000)         (425,000)
                                                            -----------------------------------------------------
              Net cash provided by  operating
              activities                                            3,184,000        3,085,000         3,962,000
                                                            -----------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net (increase) decrease in federal funds sold and
      other overnight deposits                                    (21,363,000)       9,093,000         3,020,000
   Proceeds from maturities and paydowns of
      investment securities                                                 0                0        33,199,000
   Proceeds from sales of investment securities                             0                0         1,026,000
   Purchases of investment securities                                       0                0       (32,576,000)
   Proceeds from maturities and paydowns of held
      to maturity securities                                       13,464,000       12,295,000                 0
   Proceeds from sales, maturities, and paydowns
      of available for sale securities                             11,946,000       16,586,000                 0
   Purchase of held to maturity securities                         (1,860,000)     (11,922,000)                0 
   Purchase of available for sale securities                      (13,961,000)     (13,684,000)                0   
   Proceeds from sale of other real estate owned                      260,000          114,000            75,000
   Net (increase) in loans                                         (7,372,000)      (7,374,000)      (15,527,000)
   Purchases of bank premises and equipment                          (168,000)        (193,000)         (267,000)
                                                            -----------------------------------------------------
              Net cash provided by (used in)
              investing activities                          $     (19,054,000)$      4,915,000 $     (11,050,000)
                                                            -----------------------------------------------------
 CASH FLOWS  FROM  FINANCING ACTIVITIES:
   Net increase (decrease) in noninterest-bearing
      deposits                                              $        (260,000)$        690,000 $       3,833,000
   Net increase (decrease) in interest-bearing
      deposits                                                      7,190,000       (5,080,000)        2,034,000
   Net increase (decrease) in securities sold under
      agreements to repurchase                                      4,566,000          720,000          (168,000)
   Proceeds from TT&L borrowings                                    1,525,000                0                 0
   Proceeds from FHLB advances                                      3,398,000                0                 0
   Principal payments on note payable                                               (1,300,000)       (1,700,000)
   Cash dividends paid                                             (1,072,000)        (714,000)         (600,000)
   Reissuance of treasury stock                                        27,000          336,000           135,000
   Purchases of common stock for the treasury                        (261,000)         (32,000)         (227,000)
                                                            -----------------------------------------------------
              Net cash provided by (used in)
              financing activities                                 15,113,000       (5,380,000)        3,307,000
                                                            -----------------------------------------------------
              Net increase (decrease) in cash and
              due from banks                                         (757,000)       2,620,000        (3,781,000)
Cash and due from banks:
   Beginning                                                       11,720,000        9,100,000        12,881,000
                                                            -----------------------------------------------------
   Ending                                                   $      10,963,000 $     11,720,000 $       9,100,000
                                                            =====================================================


IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1995, 1994, and 1993

                                                                   1995              1994             1993
- -----------------------------------------------------------------------------------------------------------------
                                                                                      


SUPPLEMENTAL DISCLOSURES  OF CASH FLOW INFORMATION:
   Cash payments for:
      Interest                                              $       8,890,000        7,371,000 $       7,831,000
      Income taxes                                                  1,147,000          870,000         1,216,000

Supplemental Schedule of Noncash Investing and
   Financing Activities:
   Securities available for sale adjustment, net                      462,000         (481,000)          248,000
   Investment securities transferred from held to
      maturity portfolio to available for sale portfolio,
      at fair value                                                41,603,000                0                 0

See Notes to Consolidated Financial Statements.


IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

Note 1.  Nature of Business, Accounting Estimates, and
            Significant Accounting Policies
Nature of business:

   Iowa First Bancshares Corp. is a bank holding company providing bank and bank
   related services through its subsidiaries.

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.
   Actual results could differ from those estimates.

Significant accounting policies:

   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  include cash  on-hand and amounts due from banks.  Cash flows
   from demand deposits, NOW accounts,  savings accounts, and federal funds sold
   are reported net, since their original maturities are less than three months.
   Cash flows are also  reported net for  securities  sold under  agreements  to
   repurchase,  Federal Home Loan Bank advances, TT&L open note, certificates of
   deposits, and loans.

   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 $1,750,000 at December 31, 1995.

   Investment  securities:  Prior to January 1, 1994, all debt  securities  were
   carried at amortized  cost.  Effective  January 1, 1994, the Company  adopted
   FASB Statement No. 115 "Accounting for Certain Investments in Debt and Equity
   Securities"  and classified  investments as held to maturity or available for
   sale.  Investment  securities held to maturity are those debt securities that
   the Banks have the ability and intent to hold until  maturity  regardless  of
   changes in market conditions,  liquidity needs or changes in general economic
   conditions.  Such securities are carried at cost adjusted for amortization of
   premiums  and  accretion of  discounts  computed by the interest  method over
   their contractual  lives. If the ability or intent to hold to maturity is not
   present for certain  specified  securities,  such  securities  are considered
   available for sale as the Banks intend to hold them for an indefinite  period
   of time but not  necessarily  to  maturity.  Any  decision to sell a security
   classified as available for sale would be based on various factors, including
   significant  movements in interest rates,  changes in the maturity mix of the
   Banks'  assets  and   liabilities,   liquidity  needs,   regulatory   capital
   considerations,  and other similar factors. Securities available for sale are
   carried at fair value.  Unrealized  gains or losses are reported as increases
   or decreases in stockholders' equity, net of the related deferred tax effect.
   There were no investments  held for trading  purposes as of December 31, 1995
   or 1994.  Realized  gains or losses,  determined  on the basis of the cost of
   specific securities sold, are included in earnings.

   Pursuant to a FASB Special Report "A Guide to Implementation of Statement 115
   on Accounting  for Certain  Investments  in Debt and Equity  Securities"  the
   Company  transferred  at fair value all  investment  securities  from held to
   maturity to available for sale prior to December 31, 1995.

   Loans and direct  lease  financing:  Loans are stated at the amount of unpaid
   principal, reduced by unearned discount and an allowance for loan losses. The
   Bank  records  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 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.

   The leasing operations consist principally of the leasing of various types of
   transportation  equipment. All of the leases are classified and accounted for
   as direct financing leases.

   Under the direct  financing  method of accounting  for leases,  the total net
   rentals  receivable under the lease contracts and the estimated  unguaranteed
   residual value of the leased equipment,  net of unearned income, are recorded
   as a net  investment in direct  financing  leases and the unearned  income is
   recognized  each month as it is earned so as to  provide a constant  periodic
   rate of return on the unrecovered investment.

   Direct loan and lease origination fees and costs are generally being deferred
   and the net  amount  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.

   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.

   Effective January 1, 1993, the Company adopted FAS 109. The cumulative effect
   of that  change in the method of  accounting  for income  taxes at January 1,
   1993 was $300,000 and is included in the statement of income.

   Deferred  income taxes have not been provided on the equity in  undistributed
   net income of the subsidiaries as the entities file a consolidated income tax
   return.

   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: Primary earnings per share are arrived at by dividing net
   income by the  weighted  average  number of shares of common stock and common
   stock  equivalents  outstanding for the respective  period.  The computations
   prior to  December  31,  1994 were based on  weighted  average  common  stock
   outstanding only because the dilutive effect of the common stock  equivalents
   was not material.

   Current accounting developments: The Financial Accounting Standards Board has
   issued Statement No. 121 "Accounting for the Impairment of Long-Lived  Assets
   and for  Long-Lived  Assets to be Disposed of" which  becomes  effective  for
   years  beginning  after December 15, 1995. The Statement  generally  requires
   long-lived assets and certain identifiable intangibles to be held and used by
   an  entity  be  reviewed  for  impairment   whenever  events  or  changes  in
   circumstances  indicate  that the  carrying  amount  of an  asset  may not be
   recoverable.  In performing the review for recoverability,  the entity should
   estimate  the future cash flows  expected to result from the use of the asset
   and its eventual  disposition.  If the sum of the expected  future cash flows
   (undiscounted  and without interest charges) is less than the carrying amount
   of the asset, an impairment is recognized.  Management believes that adoption
   of  this  Statement  will  not  have  a  material  effect  on  the  Company's
   consolidated financial statements.

   The  Financial  Accounting  Standards  Board has  issued  Statement  No.  122
   "Accounting for Mortgage  Servicing Rights" which becomes effective for years
   beginning after December 15, 1995.  This Statement  amends FASB Statement No.
   65 "Accounting for Certain  Mortgage  Banking  Activities" to require that an
   entity  recognize as separate  assets  rights to service  mortgage  loans for
   others,  however those rights are acquired.  An entity that acquires mortgage
   servicing rights through either the purchase or origination of mortgage loans
   and sells or securitizes  those loans with servicing  rights  retained should
   allocate  the total  cost of the  mortgage  loans to the  mortgage  servicing
   rights and the loans (without the mortgage  servicing  rights) based on their
   relative fair values.  If it is not  practicable  to estimate the fair values
   separately,  the entire cost of purchasing or originating the loans should be
   allocated to the mortgage loans (without the mortgage  servicing  rights) and
   no cost should be allocated to the mortgage servicing rights.  This Statement
   also requires that an entity assess its capitalized mortgage servicing rights
   for impairment  based on the fair value of those rights.  Neither the Company
   nor the Banks have addressed the potential future impact of this Statement on
   the consolidated financial statements.

Note 2.  Investment Securities

The amortized  cost and fair value of  investment  securities as of December 31,
1995 are summarized as follows:


                                                                       Gross           Gross
                                                      Amortized     Unrealized      Unrealized         Fair
                                                        Cost           Gains         (Losses)          Value
                                                  ---------------------------------------------------------------
                                                                                     

     Securities available for sale:
        U.S. Treasury securities                  $    20,081,000 $       196,000 $     (20,000) $    20,257,000
        U.S. government agencies                       16,914,000         144,000       (59,000)      16,999,000
        Mortgage-backed securities                      7,562,000           6,000       (27,000)       7,541,000
        State and political subdivisions               11,364,000         113,000        (1,000)      11,476,000
        Corporate obligations                           4,443,000          12,000             0        4,455,000
                                                  ---------------------------------------------------------------
                                                  $    60,364,000 $       471,000 $    (107,000) $    60,728,000
                                                  ===============================================================





The amortized cost and fair value of  investment  securities as of December 31,
1994 are summarized as follows:



                                                                       Gross           Gross
                                                      Amortized     Unrealized      Unrealized         Fair
                                                        Cost           Gains         (Losses)          Value
                                                  ---------------------------------------------------------------
                                                                                     

     Securities held to maturity:
        U.S. Treasury securities                  $    20,190,000 $            0 $     (612,000) $    19,578,000
        U.S. government agencies                       13,221,000         20,000       (359,000)      12,882,000
        Mortgage-backed securities                      5,941,000              0       (289,000)       5,652,000
        State and political subdivisions                9,323,000          2,000       (314,000)       9,011,000
        Corporate obligations                           4,984,000              0        (85,000)       4,899,000
                                                  ---------------------------------------------------------------
                                                  $    53,659,000 $       22,000 $   (1,659,000) $    52,022,000
                                                  ===============================================================


     Securities available for sale:
        U.S. Treasury securities                  $    11,457,000 $        11,000 $    (281,000) $    11,187,000
        U.S. government agencies                        4,201,000               0       (67,000)       4,134,000
        Mortgage-backed securities                        502,000               0       (32,000)         470,000
                                                  ---------------------------------------------------------------
                                                  $    16,160,000 $        11,000 $    (380,000) $    15,791,000
                                                  ===============================================================



The amortized  cost and fair value of  investment  securities as of December 31,
1995, by contractual maturity, are shown below. Most mortgage-backed  securities
are included in the one year through five year maturity category.


                                                  Amortized        Fair
                                                    Cost           Value
                                              -------------------------------   
     Securities available for sale:
        Due in one year or less               $    17,922,000 $   17,964,000
        Due after one year through five years      35,548,000     35,844,000
        Due after five years through ten years      5,739,000      5,765,000
        Due after ten years                         1,155,000      1,155,000
                                              ------------------------------    
                                              $    60,364,000 $   60,728,000
                                              ==============================    

Investment  securities  with a carrying  value of $31,963,000 as of December 31,
1995 are pledged on public  deposits,  trust  deposits and for other purposes as
required by law.

Investment  securities  with a carrying  value of  $9,917,000 as of December 31,
1995  are  pledged  as  collateral  for  securities  sold  under  agreements  to
repurchase.

Proceeds from the sale of securities  were $5,507,000  during 1995,  $11,775,000
during 1994,  and $1,026,000  during 1993.  All 1995,  1994, and 1993 sales were
from  securities  identified  as available  for sale.  Securities  called by the
issuer totaled  $356,000,  $1,188,000,  and $6,000,000 for 1995, 1994, and 1993,
respectively.  Gross gains and losses realized on sales in 1995 were $30,000 and
$27,000,  respectively.  Gross  gains and losses  realized on sales in 1994 were
$67,000 and $58,000,  respectively.  Gross gains and losses realized on sales in
1993 were none.

The Company transferred  securities with an amortized cost of $41,391,000 and an
unrealized gain of $212,000 from the held to maturity portfolio to the available
for  sale  portfolio   prior  to  December  31,  1995,   based  on  management's
reassessment of their previous  designations of securities giving  consideration
to liquidity needs, management of interest rate risk and other factors.






Note 3.  Loans

The composition of loans is summarized as follows:

                                                  December 31,
                                      ----------------------------------
                                              1995             1994
                                      ----------------------------------

     Commercial                        $     62,399,000 $     55,948,000
     Agricultural                            16,792,000       15,264,000
     Real estate:
        Construction                          1,187,000        1,192,000
        Mortgage                             56,475,000       53,447,000
        Tax exempt, mortgage                  3,735,000        4,201,000
     Installment                             32,972,000       36,634,000
     Lease financing, net                       369,000          919,000
     Other                                      335,000           74,000
                                      ----------------------------------
                   Total loans              174,264,000      167,679,000
     Less:
        Allowance for loan losses             2,309,000        2,526,000
        Unearned discount                     2,613,000        3,138,000
                                      ----------------------------------
                                      $     169,342,000 $    162,015,000
                                      ==================================

Loans  considered  to be  impaired  under the  provisions  of FAS No.  114 as of
December 31, 1995 are as follows:

    Impaired loans for which an allowance has been provided    $    368,000
    Impaired loans for which no allowance has been provided         515,000
                                                               ------------
                  Total loans determined to be impaired        $    883,000
                                                               ============
     Allowance provided for impaired loans, included in the 
       allowance for loan losses                               $     47,000
                                                               ============

The average recorded investment in impaired loans during the year ended December
31, 1995 was $985,000 with interest income recognized on those loans of $26,000.
The cash basis interest income recognized from impaired loans was $26,000 during
the year ended December 31, 1995.

Nonaccruing loans totaled $883,000 and $1,201,000 at December 31, 1995 and 1994,
respectively.  Interest income in the amount of $74,000,  $109,000, and $133,000
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, 1995,
1994,  and 1993,  respectively.  The interest  collected on loans  designated as
nonaccrual  loans and included in income for the years ended  December 31, 1995,
1994, and 1993 totaled $26,000, none, and none, respectively.

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

                                                Year Ended December 31,
                                        ----------------------------------------
                                             1995         1994        1993
                                        ----------------------------------------

     Beginning balance                   $  2,526,000 $  2,654,000 $ 2,734,000
        Provisions charged to expense          45,000       65,000      56,000
        Recoveries                            176,000      225,000     136,000
                                         ---------------------------------------
                                            2,747,000    2,944,000   2,926,000
        Loans charged off                     438,000      418,000     272,000
                                         ---------------------------------------
     Ending balance                      $  2,309,000 $  2,526,000 $ 2,654,000
                                         =======================================

The  allowance  for loan  losses for  income  tax  purposes  is  $1,841,000  and
$2,013,000 as of December 31, 1995 and 1994, respectively. The amounts that were
deducted for income tax purposes  for the years ended  December 31, 1995,  1994,
and 1993 were  $92,000,  $151,000,  and  $5,000,  respectively,  which  were the
maximum allowable deductions as computed by the experience method.




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 $11,044,000 as of December 31,
1995  and  $9,097,000  as  of  December  31,  1994.  Custodial  escrow  balances
maintained in connection with these loans were approximately $61,000 and $51,000
at  December  31,  1995 and  1994,  respectively.  All  loans  sold are  without
recourse.


Note 4.  Bank Premises and Equipment

Bank premises and equipment are summarized as follows:




                                                     Years of             December 31,  
                                                      Useful     ------------------------------
                                                       Lives           1995            1994
                                                     ------------------------------------------

                                                                       
     Bank premises (including land of $537,000)       10-40      $    6,232,000 $     6,232,000
     Leasehold improvements                            5-15              80,000          80,000
     Furniture and equipment                           5-15           1,576,000       1,434,000
                                                                 ------------------------------
                                                                      7,888,000       7,746,000
     Accumulated depreciation                                         3,546,000       3,201,000
                                                                 ------------------------------
                                                                 $    4,342,000 $     4,545,000
                                                                 ==============================



Note 5.  Deposits

The composition of deposits is summarized as follows:

                                                            December 31,
                                                  -----------------------------
                                                       1995           1994     
                                                  ----------------------------- 
Demand ...........................................$   70,877,000 $   72,087,000
NOW accounts .....................................    32,502,000     33,523,000
Savings ..........................................    22,494,000     24,087,000
Time certificates ................................   110,080,000     99,326,000
                                                  -----------------------------
                                                  $  235,953,000  $ 229,023,000
                                                  =============================

Included in  interest-bearing  deposits as of December 31, 1995 are certificates
of deposit  totaling  $22,445,000  that are $100,000 or greater.  Maturities  of
these certificates are as follows:


     One to three months                              $    10,023,000
     Three to six months                                    3,687,000
     Six to twelve months                                   4,894,000
     Over twelve months                                     3,841,000
                                                      ---------------
                                                      $    22,445,000
                                                      ===============


Note 6.  Other Borrowings

Company borrowings consist of the following:

    Securities sold under agreements to repurchase              $     6,814,000
    Federal Home Loan Bank advances                                   3,398,000
    Treasury tax and loan open note                                   1,525,000

Securities sold under  agreements to repurchase  totaled  $6,814,000 at December
31, 1995.  The average and maximum  amount  outstanding  along with the rates of
interest  related to securities  sold under  agreements  to  repurchase  (dollar
amounts in thousands) at December 31, 1995 are as follows:

    Daily average amount outstanding during the year                  $    3,451
    Maximum outstanding as of any month end                                6,814

    Weighted average interest rate during the year                         5.81%
    Weighted average interest rate at the end of the year                  5.26







Advances  from the Federal Home Loan Bank as of December 31, 1995 bear  interest
and are due as follows:

                                     Interest Rate      Balance Due
                                  ----------------------------------
    Year ending December 31:
       1998                             5.8%       $        300,000
       2000                        6.15% to 6.52%         1,900,000
       2002                            6.43%                150,000
       2005                        6.50% to 6.65%           500,000
       Amortizing through 2015         6.79%                548,000
                                                   -----------------
                                                   $      3,398,000
                                                   =================

First mortgage loans of approximately  $38,500,000 and investment  securities of
$2,000,000 as of December 31, 1995 are pledged as collateral on these advances.


Note 7.  Regulatory Capital Requirements

Federal regulatory agencies have adopted various capital standards for financial
institutions,  including risk-based capital standards. The primary objectives of
the risk-based  capital  framework are to provide a more  consistent  system for
comparing capital  positions of financial  institutions and to take into account
the different risks among financial  institutions' assets and  off-balance-sheet
items.

Risk-based  capital  standards have been  supplemented  with  requirements for a
minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory
agencies consider the published capital levels as minimum levels and may require
a financial institution to maintain capital at higher levels.

A comparison of the  Company's  capital as of December 31, 1995 with the minimum
requirements is presented below.

                                                                   Minimum
                                                      Actual     Requirements
                                                   ---------------------------

     Tier 1 risk-based capital                         13.75%        4.00%
     Total risk-based capital                          15.12         8.00
     Tier 1 leverage ratio                              8.53         3.00

According  to FDIC  capital  guidelines,  the Company is  considered  to be well
capitalized.

Current banking law limits the amount of dividends banks can pay. As of December
31,  1995,  amounts  available  for payment of  dividends  were  $2,179,000  and
$713,000  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 8.  Employee Benefits

The Company and bank subsidiaries  sponsor an Employee Stock Ownership Plan with
401(k) provisions.  This plan covers  substantially all full-time  employees who
have  completed a six month  period of  employment.  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  optional  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, 1995, 1994,
and 1993 were $262,000, $303,000, and $289,000, respectively.

The Company has an  Incentive  Stock Option and  Nonstatutory  Stock Option Plan
(hereinafter "Plan") for directors and senior officers.  The purpose of the Plan
is to promote the interests of the Company and its stockholders by strengthening
its ability to attract  and retain key  officers  and  directors  by  furnishing
additional  incentives  whereby such officers and directors may be encouraged to
acquire,  or to increase their  acquisition of, the Company's common stock, thus
maintaining their personal and proprietary  interest in the Company's  continued
success and progress.  The Plan is administered by the Human Resource  Committee
of the Company. The Company granted options covering 50,250 shares on January 1,
1993.  Since  inception  of the plan,  options  covering  1,000 shares have been
exercised  and  options  covering  1,500  shares  have been  forfeited.  Options
exercisable at December 31, 1995 cover 28,250 shares. Options granted for 47,750
shares are  outstanding as of December 31, 1995. The option price is 100% of the
fair  market  value of the common  stock  ($27 per share) of the  Company at the
grant date. All options  granted under the Plan vest ratably over five years and
must be exercised within five years of the grant date. The Company retains Right
of First Refusal on all shares issued pursuant to the Plan.




Note 9.  Income Taxes

The components of income tax expense are as follows:

                                                Year Ended December 31,
                                     ------------------------------------------
                                           1995          1994         1993
                                     ------------------------------------------

Currently paid or payable .......    $   1,493,000 $   1,309,000 $   1,112,000
Deferred income taxes ...........            2,000        (5,000)      207,000
                                     -----------------------------------------  
                                     $   1,495,000 $   1,304,000 $   1,319,000
                                     =========================================

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,
                                  ---------------------------------------------------------------------
                                            1995                   1994                   1993
                                  ---------------------------------------------------------------------
                                                  % Of                   % Of                   % Of
                                      Dollar     Pretax      Dollar     Pretax       Dollar    Pretax
                                      Amount     Income      Amount     Income       Amount    Income
                                  ---------------------------------------------------------------------

                                                                               

    Computed "expected"
       income tax expense         $   1,591,000  35.0%   $   1,463,000  35.0%   $    1,395,000   35.0%
    Effect of graduated tax rate        (45,000) (1.0)         (42,000) (1.0)          (40,000)  (1.0)
    Tax exempt interest
       income, net                     (260,000) (5.7)        (230,000) (5.5)         (233,000)  (5.8)
    State income taxes, net             150,000   3.3          137,000   3.3           129,000    3.2
    Other                                59,000   1.3          (24,000) (0.6)           68,000    1.7
                                  ---------------------------------------------------------------------
                                  $   1,495,000  32.9%   $   1,304,000  31.2%   $    1,319,000   33.1%
                                  =====================================================================


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


                                                       1995           1994
                                                -------------------------------
     Deferred tax assets:
        Allowance for loan losses                $       174,000 $      191,000
        Securities available for sale                          0        136,000
        Net deferred loan origination fees                     0          7,000
                                                -------------------------------
                                                         174,000        334,000
                                                -------------------------------
     Deferred tax liabilities:
        Direct lease financing                          (243,000)      (283,000)
        Securities available for sale                   (136,000)             0
        Bank premises and equipment                      (13,000)       (26,000)
        Unrealized bond accretion                        (21,000)        (5,000)
        Net deferred loan origination fees               (11,000)             0
                                                -------------------------------
                                                        (424,000)      (314,000)
                                                -------------------------------
Net deferred tax assets (liabilities)             $     (250,000) $      20,000
                                                =============================== 

The net change in 1995 and 1994  deferred  income  taxes  includes  $272,000 and
$277,000, respectively, which is reflected in stockholders' equity.


Note 10.  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.

                                                                     Contract
                                                                      Amount
                                                                    -----------
Financial instruments whose contract
   amounts represent credit risk:
   Commitments to extend credit ...........................          $18,157,000
   Standby letters of credit ..............................              517,000

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 source 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,
installment,  and  agricultural  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 3. 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 Banks'
policies 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 11.  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, 1995, none
of these loans are classified as nonaccrual,  past due, restricted or considered
potential problems.

The activity in such loans during the years ended December 31 are as follows:

                                        1995            1994
                                   -----------------------------

Balance, beginning ..............  $   6,256,000  $    6,108,000
   Additions ....................      7,521,000       6,790,000
   Deductions (payments) ........     (6,804,000)     (6,642,000)
                                   -----------------------------
Balance, ending .................  $   6,973,000  $    6,256,000
                                   =============================



Note 12.  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:  The carrying amounts reported in the balance sheets
   for cash and due from banks approximate their fair values.

   Investment  securities:  Fair values for  investment  securities 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  amounts
   reported in the balance  sheets for  federal  funds sold and other  overnight
   investments approximate their fair value.

   Loans receivable: 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.

   Deposit  liabilities:  The fair values  disclosed 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.

   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 31,1995, these items are
   immaterial in nature.



   The carrying amounts and fair values of financial instruments at December 31,
   1995 and 1994 are summarized as follows:



                                                     Carrying Amounts                     Fair Values
                                              -------------------------------------------------------------------
                                                    1995             1994             1995             1994
                                              -------------------------------------------------------------------
                                                                                       
         Financial Assets:
            Cash and due from banks           $     10,963,000 $    11,720,000 $     10,963,000 $     11,720,000
            Investment securities                   60,728,000      69,450,000       60,728,000       67,813,000
            Federal funds sold                      24,700,000       3,337,000       24,700,000        3,337,000
            Loans receivable                       171,651,000     164,541,000      171,724,000      164,393,000
            Less allowance for loan losses           2,309,000       2,526,000        2,309,000        2,526,000
            Loans, net of allowance                169,342,000     162,015,000      169,415,000      161,867,000

         Financial Liabilities:
            Deposits                          $    235,953,000 $   229,023,000 $    233,519,000 $    228,187,000
            Securities sold under
               agreements to repurchase              6,814,000       2,248,000        6,814,000        2,248,000
            Federal Home Loan Bank
               advances                              3,398,000               0        3,418,000                0   
            Treasury tax and loan open
               note                                  1,525,000               0        1,525,000                0   





Note 13.  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,
                                                --------------------------------
                                                        1995            1994
                                                --------------------------------
                                                             

     ASSETS
     Cash                                       $     1,287,000 $     1,034,000
     Investment in subsidiaries                      22,405,000      20,421,000
     Other assets                                        23,000          28,000
                                                -------------------------------
                   Total assets                 $    23,715,000 $    21,483,000
                                                =============================== 


     LIABILITIES AND STOCKHOLDERS' EQUITY
      LIABILITIES, other liabilities            $       682,000 $       811,000
                                                --------------------------------

      STOCKHOLDERS' EQUITY
        Common stock                                    200,000         200,000
        Additional paid-in capital                    3,800,000       3,800,000
        Retained earnings                            19,326,000      17,193,000
                                                 ------------------------------ 
                                                     23,326,000      21,193,000
        Unrealized gains (losses) on securities 
          available for sale, net                       229,000        (233,000)
        Less net cost of common shares acquired 
          for the treasury                              522,000         288,000
                                                  ----------------------------- 
                   Total stockholders' equity        23,033,000      20,672,000
                                                  ----------------------------- 
                   Total liabilities and 
                     stockholders' equity         $  23,715,000 $    21,483,000
                                                  ============================= 



                          STATEMENTS OF INCOME
                         (Parent Company Only)




                                                                       Year Ended December 31,
                                                           ------------------------------------------
                                                                 1995          1994         1993
                                                           ------------------------------------------

                                                                                
  Operating revenue:
     Dividends received from subsidiaries                  $    1,750,000 $   2,250,000 $   2,750,000
     Management fees and other income                             321,000       294,000       258,000
                                                           ------------------------------------------
                Total operating revenue                         2,071,000     2,544,000     3,008,000
  Operating expenses                                              639,000       652,000       755,000
                                                           ------------------------------------------
              Income before income tax (credits),
                equity in subsidiaries' undistributed net
                income, and cumulative effect of a change
                in accounting principle                        1,432,000     1,892,000     2,253,000
  Applicable income tax (credits)                                (96,000)     (156,000)     (160,000)
                                                            ----------------------------------------
                                                               1,528,000     2,048,000     2,413,000
  Equity in subsidiaries' undistributed net income             1,522,000       827,000       385,000
                                                            ----------------------------------------
                Income before cumulative effect of a
                change in accounting principle                 3,050,000     2,875,000     2,798,000
  Cumulative effect of a change in accounting
     principle                                                         0             0       170,000
                                                             ---------------------------------------
                Net income                                   $ 3,050,000 $   2,875,000 $   2,968,000
                                                             =======================================







                        STATEMENTS OF CASH FLOWS
                         (Parent Company Only)
                                                     


                                                                                 Year Ended December 31,
                                                                    ----------------------------------------------
                                                                          1995            1994           1993

                                                                   -----------------------------------------------
                                                                                                          
     CASH FLOWS FROM OPERATING ACTIVITIES
        Net income                                                  $     3,050,000 $     2,875,000 $    2,968,000
        Adjustments to reconcile net income to net
           cash provided by operating activities:
           Equity in subsidiaries' undistributed net
             (income)                                                    (1,522,000)       (827,000)      (385,000)
           Amortization and depreciation                                      8,000           8,000          8,000
           Change in assets and liabilities:
             Decrease in other assets                                             0               0         10,000
             Increase (decrease) in other liabilities                        26,000         167,000       (151,000)
                                                                    -----------------------------------------------
                   Net cash provided by operating
                   activities                                             1,562,000       2,223,000      2,450,000
                                                                    -----------------------------------------------

     CASH FLOWS (USED IN) INVESTING ACTIVITIES,
        purchases of other assets                                            (3,000)               0             0
                                                                    -----------------------------------------------

     CASH FLOWS FROM FINANCING ACTIVITIES
        Principal payments on note payable                                        0      (1,300,000)    (1,700,000)
        Cash dividends paid                                              (1,072,000)       (714,000)      (600,000)
        Reissuance of treasury stock                                         27,000         336,000        135,000
        Purchases of common stock for the treasury                         (261,000)        (32,000)      (227,000)
                                                                    -----------------------------------------------
                   Net cash (used in) financing
                   activities                                            (1,306,000)     (1,710,000)    (2,392,000)
                                                                    -----------------------------------------------

                   Net increase in cash                                     253,000         513,000         58,000

     Cash:
        Beginning                                                         1,034,000         521,000        463,000
                                                                    -----------------------------------------------
        Ending                                                      $     1,287,000 $     1,034,000 $      521,000
                                                                    ===============================================

     SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION 
        Cash payments for:
           Interest                                                 $             0 $        66,000 $      168,000
           Income taxes                                                    (118,000)       (329,000)      (212,000)









IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION

                                                                            Year Ended December 31, 
                                                   -----------------------------------------------------------------------------
                                                        1995           1994            1993              1992            1991
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                           


Investment securities *                            $           0  $           0  $            0   $    75,644,000 $   56,158,000
Investment securities held to maturity *                       0     53,659,000      54,371,000                 0              0
Investment securities available for sale *            60,728,000     15,791,000      19,522,000                 0              0
Loans, net                                           169,342,000    162,015,000     154,706,000       139,234,000    135,680,000
Total assets                                         272,830,000    253,800,000     257,403,000       251,097,000    235,072,000
Deposits                                             235,953,000    229,023,000     233,413,000       227,546,000    213,333,000
Note payable                                                   0              0       1,300,000         3,000,000      3,742,000
Other borrowings                                      11,737,000      2,248,000               0                 0              0
Stockholders' equity                                  23,033,000     20,672,000      18,748,000        16,279,000     14,641,000

Interest income                                       18,942,000     17,155,000      17,200,000        18,271,000     20,557,000
Interest expense                                       9,051,000      7,452,000       7,681,000         9,286,000     12,293,000    
Net interest income                                    9,891,000      9,703,000       9,519,000         8,985,000      8,264,000
Provision for loan losses                                 45,000         65,000          56,000           278,000        503,000
Investment securities gains (losses), net                  3,000          9,000               0           148,000       (405,000)
Other income                                           1,573,000      1,673,000       1,699,000         1,534,000      1,424,000
Operating expenses                                     6,877,000      7,141,000       7,175,000         6,998,000      6,968,000
Income before income taxes (credits) and cumulative 
   effect of a change in accounting principle          4,545,000      4,179,000       3,987,000         3,391,000      1,812,000
Income taxes (credits)                                 1,495,000      1,304,000       1,319,000         1,141,000       (242,000)
Income before cumulative effect of a change in
   accounting principle                                3,050,000      2,875,000       2,668,000         2,250,000      2,054,000
Cumulative effect of a change in accounting principle          0              0         300,000                 0              0
Net income                                             3,050,000      2,875,000       2,968,000         2,250,000      2,054,000    
                                                                                         
Per common share:                                 
   Income before cumulative effect of a change in 
     accounting principle:
      Primary                                       $       5.14  $        4.90  $         4.68  $           3.92  $        3.52
      Fully dilutive                                        5.11           4.90            4.68              3.92           3.52
   Cumulative effect of a change in accounting 
      principle                                                0              0            0.53                 0              0
      Net income:
        Primary                                             5.14           4.90            5.21              3.92           3.52
        Fully dilutive                                      5.11           4.90            5.21              3.92           3.52 
   Cash dividends declared                                  1.60           1.35            1.15              0.85           0.42
   Cash dividends declared as a percentage of net 
     income                                                  31%            28%             22%               22%            12%    

Weighted average common and common equivalent shares     593,007        586,597         569,812           574,353        584,149
Weighted average number of shares of common stock and 
  common stock equivalents outstanding during the year   596,641        586,597         569,812           574,353        584,149

<FN>
* Reflects adoption of FASB Statement No. 115 in 1993, see notes to 
  consolidated financial statements for further explanation.
</FN>

  





                     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 .6% in 1995,  increased  1.2% in
1994,  and  increased  5.3%  in  1993.  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):



                                                   1995                        1994                            1993
                                     -----------------------------   --------------------------   -------------------------------
                                                           Average                      Average                           Average
ASSETS                                 Balance  Interest    Rate     Balance  Interest   Rate      Balance   Interest      Rate
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                                     

Taxable loans, net                   $ 162,432 $   14,322   8.82%   $153,547  $ 12,499   8.14%    $139,292  $  12,050       8.65%
Taxable investment securities 
  held to maturity                      36,475      2,103   5.77      45,516     2,531   5.56       73,067      4,087       5.59
Taxable investment securities 
  available for sale                    17,331      1,086   6.27      20,045     1,088   5.43          149          8       5.37
Nontaxable investment 
  securities and loans                  14,878      1,276   8.58      12,220     1,094   8.95       10,000      1,009      10.09
Federal funds sold and 
  other overnight investments           10,072        589   5.85       7,610       315   4.14       13,071        389       2.98
                                     --------------------           ------------------           --------------------
            Total interest-earning 
                assets                 241,188     19,376   8.03     238,938    17,527   7.34      235,579     17,543       7.45
                                                ---------                     --------                      ---------
Cash and due from banks                 10,336                        10,855                        10,910
Bank premises and equipment, net         4,447                         4,677                         4,848
Other assets                             2,695                         2,739                         2,869
                                     ---------                      --------                      --------
              Total                  $ 258,666                      $257,209                      $254,206
                                     =========                      ========                      ========

LIABILITIES
Deposits:
   Interest-bearing demand           $  93,534 $    2,951   3.16    $101,614     2,741   2.70     $100,147      2,745       2.74    
   Time                                104,657      5,776   5.52     100,319     4,523   4.51      101,543      4,670       4.60
Other borrowings                         5,685        324   5.70       2,829       139   4.91        2,578        114       4.42
Note payable                                 0          0      0         723        49   6.78        2,511        152       6.05
                                     --------------------           ------------------            -------------------
              Total interest-bearing 
                liabilities            203,876      9,051   4.44     205,485     7,452   3.63      206,779      7,681       3.71
                                                 --------                     --------                       --------
Noninterest-bearing deposits            31,290                        30,829                        28,111    
Other liabilities                        1,664                         1,496                         1,804            
                                     ---------                      --------                      --------
              Total liabilities        236,830                       237,810                       236,694

STOCKHOLDERS' EQUITY                    21,836                        19,399                        17,512         
                                     ---------                      --------                      --------
              Total                  $ 258,666                      $257,209                      $254,206
                                     =========                      ========                      ========

Net interest earnings                           $   10,325                    $ 10,075                        $  9,862
                                                ==========                    ========                        ========

              Net yield (net 
                interest earnings 
                divided by total 
                interest-earning 
                assets)                                     4.28%                        4.22%                         4.19%     
                                                           ======                       ======                        ======





The net interest margin increased in 1995 (from 4.22% in 1994 to 4.28% in 1995).
The return on average  interest-earning  assets  increased 69 basis points (from
7.34% in 1994 to 8.03% in 1995) and  interest  paid on average  interest-bearing
liabilities  increased  81 basis  points  (from 3.63% in 1994 to 4.44% in 1995).
Average  interest  earning  assets to total  average  assets  increased to 93.2%
during 1995 compared to 92.9% the previous year.

The net interest margin  increased  slightly in 1994 (4.19% in 1993 and 4.22% in
1994). The return on average  interest-bearing  assets decreased 11 basis points
(from  7.45%  in  1993  to  7.34%  in  1994)  while  interest  paid  on  average
interest-bearing  liabilities  decreased 8 basis  points  (from 3.71% in 1993 to
3.63% in 1994).  Overall market interest rates rose considerably  during 1994 as
evidenced by the prime lending rate  increasing from 6% at the beginning of 1994
to 8.5% by December 31, 1994. The 1994 difference of 3 basis points less decline
in  rates  on  average  interest-bearing  liabilities  than  return  on  average
interest-bearing  assets  compares to a 1993  difference  of 4 basis points more
decline in rates on average interest-bearing  liabilities than return on average
interest-bearing assets.


FINANCIAL CONDITION:

   Investment Securities

   Investment securities at December 31, 1995 were 33% U.S. Treasury securities,
   28% U.S. government agency securities,  13% mortgage-backed  securities,  19%
   states  and  political  subdivisions,  and  7%  corporate  obligations.  This
   emphasis on U.S. Treasury and U.S. government agency securities resulted from
   management's  emphasis on high credit quality  security  purchases.  The 1995
   increase  in  the  portfolio  percentage  devoted  to  states  and  political
   subdivisions  reflects the higher yields,  on a tax equivalent  basis,  which
   were  available  on this type of  investment  as compared to  treasuries  and
   agencies.

   The  mix  of  investment  securities  at  year-end  1994  was  U.S.  Treasury
   securities 45% of total investments,  U.S.  government agency securities 25%,
   mortgage-backed  securities  9%, states and political  subdivisions  14%, and
   corporate obligations 7%.

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

                                                            December 31,
                                                  -----------------------------
                                                     1995       1994     1993
                                                  -----------------------------
Securities held to maturity:
  U.S. Treasury                                    $        0 $ 20,190 $ 27,261
  U.S. government agencies                                  0   13,221   11,595
  Mortgage-backed securities                                0    5,941    7,782
  States and political subdivisions                         0    9,323    5,482
  Corporate obligations                                     0    4,984    2,251
                                                   ---------------------------- 
                                                   $        0 $ 53,659 $ 54,371
                                                   ============================
Securities available for sale:
  U.S. Treasury                                    $   20,257 $ 11,187 $ 13,448
  U.S. government agencies                             16,999    4,134    5,587
  Mortgage-backed securities                            7,541      470      487
  State and political subdivisions                     11,476        0        0
  Corporate obligations                                 4,455        0        0
                                                   ----------------------------
                                                   $   60,728 $ 15,791 $ 19,522
                                                   ============================

 


The following table shows the maturities of investment  securities available for
sale at December 31, 1995 and the  weighted  average  yields of such  securities
(dollar amounts in thousands):



                                                                          After One, But    After Five, But
                                                      Within One Year   Within Five Years    Within Ten Years  After Ten Years
                                                   ------------------   -----------------   -----------------  ---------------
                                                     Amount    Yield       Amount   Yield     Amount  Yield    Amount  Yield
                                                   ---------------------------------------------------------------------------

                                                                                                 

         Investment securities available for sale:
            U.S. Treasury                          $  7,053    6.28%    $  13,204   5.92%   $     0      0%  $     0     0%
            U.S. government agencies                  7,198    6.08         7,084   6.22      1,768   6.53       949  6.97
            Mortgage-backed securities                  209    8.19         6,825   5.94        507   6.83         0     0
            States and political subdivisions           715    7.12         7,075   7.53      3,490   7.04       196  6.96
            Corporate obligations                     2,789    5.69         1,656   6.06          0      0        10     0
                                                   --------             ---------          --------         --------      
                                                   $ 17,964             $  35,844           $ 5,765          $ 1,155
                                                   ========             =========          ========         ========



The weighted  average yields in the previous  tables 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,  1995,  and
excluding the interest expense allocated to carry certain tax-exempt securities.

In 1995, the yield on nontaxable  investment  securities and loans  decreased 37
basis points largely as a result of normal  maturation of relatively  high yield
nontaxable  loans with  reinvestment  in  obligations  of states  and  political
subdivisions  at rates higher than other  comparable  investment  securities but
appreciably lower than the amortizing nontaxable loans.

In 1993, approximately $1,000,000 of securities designated as available for sale
were sold with no gain or loss recognized.  At December 31, 1993 securities with
an amortized  cost of  $19,140,000  and net  unrealized  gains of $382,000  were
designated  available  for  sale.  At  December  31,  1994,  securities  with an
amortized  cost of  $16,160,000  and net  unrealized  losses  of  $369,000  were
designated  available for sale.  During  December 1995, all securities  that had
previously  been  classified as held to maturity were  reclassified as available
for sale in response to a one-time opportunity to do so offered by the Financial
Accounting  Standards Board to all organizations  utilizing FAS 115. This change
in classification  affords management more flexibility managing the portfolio in
the future. At December 31, 1995, no state or political  subdivision  securities
amortized cost or market value exceeded 10% of stockholders' equity.

Loans

Loans outstanding at December 31, 1995 increased 4.3% from December 31, 1994.

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,
                                 ------------------------------------------------------------------------------
                                       1995           1994            1993           1992            1991
                                 ------------------------------------------------------------------------------

                                                                                            

       Commercial                $        62,399 $       55,948 $       54,994 $        48,675 $        48,584
       Agricultural                       16,792         15,264         14,139          13,774          14,522
       Real estate, construction           1,187          1,192          2,341           2,026           2,243
       Real estate, mortgage              56,475         53,447         46,306          46,562          45,861
       Tax exempt, real estate
          mortgage                         3,735          4,201          5,013           5,377           6,000
       Installment, net of
          unearned discount               30,359         33,496         32,770          24,144          19,346
       Lease financing, net                  369            919          1,718           1,293           1,518
       Other                                 335             74             79             117             197
                                 ------------------------------------------------------------------------------
                                 $       171,651 $      164,541 $      157,360 $       141,968 $       138,271
                                 ------------------------------------------------------------------------------







   The  following  loan  categories  outstanding  at December 31, 1995 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                                 $        62,399 $        37,228 $       19,371 $         5,800
       Agricultural                                        16,792          11,251          5,193             348
       Real estate, construction                            1,187           1,164             23               0
                                                  ---------------------------------------------------------------
                                                  $        80,378 $        49,643 $       24,587 $         6,148
                                                  ===============================================================



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

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

       Commercial                              $        19,926 $        5,245
       Agricultural                                      5,014            527
       Real estate, construction                            23              0
                                               ------------------------------
                                               $        24,963 $        5,772
                                               ==============================

   During 1995,  commercial  loans  increased by $6,451,000,  construction  real
   estate loans  decreased by $5,000,  mortgage  real estate loans  increased by
   $3,028,000 (after approximately $3,000,000 were sold to the secondary market)
   and net installment  loans decreased by $3,137,000.  Management  continues to
   search for quality growth in all loan categories. The Company's focus on, and
   expertise  in,  the  secondary   market  for  real  estate  loans   increased
   substantially  over the past three  years and is  expected  to  continue as a
   profitable, expanding line of business in the future.

   We believe that some  competitors  are  extending  loans that exceed  prudent
   loan-to-value  ratios and are offering terms,  rates, and conditions that are
   imprudent this late in the current  economic cycle.  Asset quality,  however,
   remains a priority for the Company as  management  believes that strong asset
   quality is the  foundation  for  strength in any  financial  institution  and
   future growth and profitability is dependent upon the ability to maintain and
   enhance that quality.






   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,
                                 ------------------------------------------------------------------------------
                                       1995            1994           1993           1992            1991
                                 ------------------------------------------------------------------------------
                                                                                    

       Loans accounted for on
          a nonaccrual basis     $           883  $        1,201 $       1,705 $         1,623 $         2,004
       Accrual loans
          contractually past due
          90 days or more                    111             191           133              94             435
       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                         0               0             0               0             650




   Total  nonaccrual  loans were  $883,000 at December  31,  1995, a decrease of
   $318,000 or 26% from December 31, 1994.  Total  nonaccrual  and accrual loans
   contractually  past due 90 days or more were $994,000 at December 31, 1995, a
   decrease of $398,000 or 29% 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  income  in the  amount of  $74,000  would  have been  earned on the
   nonaccrual  loans had they been  performing  loans in  accordance  with their
   original  terms during 1995.  The interest  collected on loans  designated as
   nonaccrual loans and included in income for the years ended December 31, 1995
   and 1994 was $26,000 and none, respectively.

   As of  December  31,  1995,  the  Company had loans  totaling  $4,674,000  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 $1,343,000 or 40% increase  from 1994.  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.
   The Company has  $16,792,000 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,  1995.  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.  Despite  severe,  and  much
   publicized, flooding during 1993 in and around the market areas served by the
   Banks the agricultural loan portfolio has not experienced significant quality
   deterioration.  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  loan  risk  is
   substantially influenced by employment opportunities in the markets served by
   the Company.

   Other real estate owned was $106,000,  $187,000,  and $30,000 at December 31,
   1995, 1994, and 1993, 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  $659,000  during 1991
   largely due to charging off specific problem loans which were reserved for in
   1990. In 1992 the allowance for loan losses increased  $143,000 as provisions
   for loan losses and recoveries exceeded  charge-offs.  The allowance for loan
   losses  decreased  $80,000,  $128,000 and $217,000 in 1993,  1994,  and 1995,
   respectively,  as  net  charge-offs  exceeded  provisions  for  loan  losses.
   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):



                                                  1995                1994               1993            1992            1991
                                           -----------------------------------------------------------------------------------------
                                           Allowance    Ratio  Allowance  Ratio   Allowance Ratio AlLowance Ratio Allowance  Ratio
                                              For         To      For       To       For     To       For    To      For      To
                                              Loan      Loans     Loan    Loans     Loan    Loans    Loan   Loans   Loans    Loans
                                             Losses     Total    Losses   Total    Losses   Total   Losses  Total   Losses   Total 
       -----------------------------------------------------------------------------------------------------------------------------
  
                                                                                               

       Real estate loans:
          Mortgage                         $      124    32.90% $    141   32.49% $    161  29.43% $    259  32.74% $    155  33.17%
          Construction                              0     0.69         0    0.72         0   1.49         0   1.42         0   1.62
       Commercial                               1,342    36.35     1,714   34.05     1,873  34.95     1,935  34.46     1,913  35.28
       Agricultural                               133     9.78       282    9.28       308   8.99       306  10.08       313  10.50
       Installment                                710    17.69       389   20.36       312  20.82       234  16.61       210  13.99
       Lease financing and other                    0     0.41         0    0.56         0   1.13         0   0.91         0   1.10
       Tax exempt, real estate mortgage             0     2.18         0    2.55         0   3.19         0   3.78         0   4.34
                                           ----------------------------------------------------------------------------------------
                                           $    2,309  100.00%  $  2,526  100.00% $  2,654 100.00% $  2,734 100.00% $  2,591 100.00%
                                           =========================================================================================





Deposits

Total average  deposits  decreased  1.4% in 1995,  increased  1.3% in 1994,  and
increased  5.1% in 1993.  The average  deposits  are  summarized  below  (dollar
amounts in thousands):




                                   1995                     1994                        1993
                            -------------------------------------------------------------------------
                                        Average                  Average                     Average
                                       Interest                 Interest                    Interest
                                        Expense                  Expense                     Expense
                               Amount   Percent     Amount       Percent        Amount       Percent
                            -------------------------------------------------------------------------

                                                                          

      Noninterest-bearing
         demand             $   31,290     - %   $    30,829       -   % $        28,111       -   %
      Savings                   23,501    2.6         24,550      2.4             24,209      2.6
      Interest-bearing
         demand                 70,033    3.3         77,064      2.8             75,938      2.8
      Time                     104,657    5.5        100,319      4.5            101,543      4.6
                            ----------           -----------            ----------------
      Total deposits        $  229,481           $   232,762             $       229,801
                            ==========           ===========            ----------------




The maturity of time  certificates of deposit of $100,000 or more outstanding at
December 31, 1995 is as follows (dollar amounts in thousands):

                               Maturing In
- ---------------------------------------------------------------------------
     Total        Less Than      3 to 6          6 to 12         Over 12
  Outstanding     3 Months       Months          Months          Months
- ---------------------------------------------------------------------------

$     22,445 $       10,023 $         3,687 $         4,894 $         3,841
===========================================================================

Note Payable - Bank Stock Debt

The note  payable,  bank stock debt,  was incurred in mid 1984 to acquire all of
the stock in the Fairfield  subsidiary bank. The maximum  outstanding balance is
as follows (dollar amounts in thousands):



                                                                           Year Ended December 31,
                                                              -----------------------------------------------
                                                                    1995           1994            1993
                                                              -----------------------------------------------

                                                                                     

       Maximum outstanding during the year                    $             0 $        1,300 $         3,000
       Weighted average interest rate at the end
          of the year                                                     0 %            0 %            6.0%



At December 31, 1995, the Company has no outstanding  note payable.  The Company
maintains  a  line-of-credit  totaling  $1,000,000  at  Marshall & Ilsley  Bank,
Milwaukee,  Wisconsin  collateralized by the outstanding stock of First National
Bank of Muscatine and First National Bank in Fairfield.






RESULTS OF OPERATIONS:

Changes in Fully Diluted Earnings Per Share

The increase in fully diluted  earnings per share between 1995 and 1994 amounted
to $.21. The major sources of change are presented in the following table:



                                                                                       1995            1994
                                                                                --------------------------------

                                                                                          

  Net income per share, prior year                                              $         4.90 $         5.21
                                                                                --------------------------------
  Increase (decrease) attributable to:
    Net interest income                                                                   0.32            0.31
    Provision for loan losses                                                             0.03           (0.02)
    Investment securities gains and losses, net                                          (0.01)           0.02
    Other income                                                                         (0.17)          (0.04)
    Salaries and employee benefits                                                       (0.03)          (0.29)
    FDIC insurance                                                                        0.44            0.05
    Other operating expenses                                                              0.04            0.30
    Income taxes                                                                         (0.32)           0.03
    Change in average common shares outstanding                                          (0.09)          (0.16)
    Cumulative effect of a change in accounting principle                                    0           (0.51)
                                                                                --------------------------------
               Net change                                                                 0.21           (0.31)
                                                                                --------------------------------
               Net income per share, current year                               $         5.11 $          4.90
                                                                                ================================









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  proportionately
to the  change  due to volume  and the  change  due to rate  (dollar  amounts in
thousands and income on a fully taxable  equivalent  basis using statutory rates
in effect for year presented):




                                        Year Ended December 31, 1995         Year Ended December 31, 1994
                                        ----------------------------       ---------------------------------
                                        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                 $       718 $   1,105 $    1,823 $    1,232 $     (783) $     449
          Taxable investment
             securities held to
             maturity                          (505)       77       (428)    (1,542)       (14)    (1,556)
          Taxable investment
             securities available for 
             sale                              (148)      146         (2)     1,068         12      1,080
          Nontaxable investment
             securities and loans               237       (55)       182        224       (139)        85
          Federal funds sold                    102       172        274       (162)        88        (74)
                                        ---------------------------------------------------------------------
                     Total interest
                     income                     404     1,445      1,849        820       (836)       (16)
                                        ---------------------------------------------------------------------

       Interest expense:
          Interest-bearing deposits             (24)    1,487      1,463         11       (162)      (151)
          Other borrowings                      140        45        185         11         14         25
          Note payable                          (49)        0        (49)      (108)         5       (103)
                                        ---------------------------------------------------------------------
                     Total interest
                     expense                     67     1,532      1,599        (86)      (143)      (229)
                                        ---------------------------------------------------------------------

                     Change in net
                     interest earnings  $       337 $     (87) $     250        906 $     (693) $     213
                                        =====================================================================



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




Provision for Loan Losses

The following table summarizes 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,
                                            -------------------------------------------------------------
                                                1995        1994        1993        1992         1991
                                            -------------------------------------------------------------

                                                                             

       Balance of allowance for loan
          losses at beginning of year       $     2,526 $     2,654 $     2,734 $     2,591 $      3,250
                                            -------------------------------------------------------------
       Loans charged off:
          Commercial and agricultural               240         189         130         241        1,274
          Mortgage                                   27           2          25          22          114
          Installment                               171         227         117         129           90
                                            -------------------------------------------------------------
                     Total loans charged
                      off                           438         418         272         392        1,478
                                            -------------------------------------------------------------
       Recoveries of loans previously 
          charged off:
          Commercial and agricultural               120         188          95         240          276
          Mortgage                                   23          15          22           4           19
          Installment                                33          22          19          32           21
                                            -------------------------------------------------------------
                     Total recoveries               176         225         136         276          316
                                            -------------------------------------------------------------
       Net loans charged off                        262         193         136         116        1,162
                                            -------------------------------------------------------------
       Less adjustments                               0           0           0          19            0
                                            -------------------------------------------------------------
       Provisions for loan losses charged
          to operating expense                       45          65          56         278          503
                                            -------------------------------------------------------------
       Balance at end of year               $     2,309 $     2,526 $     2,654 $     2,734 $      2,591
                                            =============================================================
       Average taxable loans outstanding    $   162,432 $   153,547 $   139,292 $   132,214 $    132,915
                                            =============================================================
       Ratio of net loan charge-offs to
          average taxable loans out-
          standing                             0.16%       0.13%       0.10%       0.09%        0.87%
       Allowance for loan losses as a
          percentage of average taxable
          loans outstanding                    1.42        1.65        1.91        2.07         1.95
       Coverage of net charge-offs by
          year-end allowance for loan
          losses                               8.81       13.09       19.51       23.57         2.23



Operating Expenses

A continuing  objective of the Company's management is to contain overhead costs
while  maintaining  optimal  productivity,   efficiency,  and  quality  service.
Operating expenses decreased $264,000 or 3.7% from 1994 to 1995 after decreasing
$34,000 the previous year. Salaries and employee benefits increased only $17,000
or .4% in 1995.  Occupancy and  equipment  expenses  decreased  $10,000 or 1.0%,
computer  costs  decreased  $42,000  or 11% due in part to a refund  from  prior
years, FDIC insurance costs dropped $260,000 or 50% due to refunds of previously
paid premiums  coupled with an 80% reduction in premiums  instituted by the FDIC
during 1995, and legal fees declined $5,000 or 19.2%.  Other operating  expenses
increased  $7,000 or .8% due to management's  emphasis on controlling  expenses.
Most expense  categories  were also reduced or held to modest  increases in 1994
and 1993.





Net Income

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

                                        Year Ended December 31,
                                 ------------------------------------
                                     1995         1994        1993
                                 ------------------------------------

       Net income                $     3,050 $     2,875 $     2,968
                                 ====================================

   As shown above, net income increased  $175,000 or 6.1% in 1995. This increase
   resulted  from  improvement  in net  interest  income  of  $188,000  or 1.9%,
   reduction of $20,000 or 30.8% in provisions  for loan losses,  a reduction in
   other income totaling $106,000 or 6.3% despite an increase in trust income of
   $35,000 or 12.8%, a decrease of $264,000 or 3.7% in operating  expenses,  and
   an increase of $191,000 or 14.6% in income taxes.

   As shown above, net income decreased  $93,000 in 1994. This decrease resulted
   primarily from  improvement in 1994 net interest  income of $184,000 or 1.9%,
   and the  $300,000  cumulative  effect  of a change  in  accounting  principle
   recognized  in 1993.  Most other  income and  expense  categories  were quite
   similar  to the prior  year or  discussed  in the  preceding  section of this
   report.

   Selected Consolidated Ratios




                                                                                     Year Ended December 31,
                                                                             --------------------------------------
                                                                                1995         1994         1993
                                                                             --------------------------------------
                                                                                                 


       Percentage of net income to:
          Average stockholders' equity                                          13.97%       14.82%       16.95%
          Average total assets                                                   1.18         1.12         1.17
       Percentage of average stockholders' equity to average total assets        8.44         7.54         6.89
       Percentage of note payable to equity at year-end                                                    6.93
       Dividends declared as a percentage of net income                         31.31        27.55        22.07




Before the cumulative effect of a change in accounting  principle the percentage
of net income to average  stockholders' equity and average total assets for 1993
were 15.24% and 1.05%, respectively.


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, 1995
                         ------------------------------------------------------------------------------------
                           Less Than        3-12           1-5        More Than    Noninterest
                            3 Months       Months         Years        5 Years       Bearing        Total
                         ------------------------------------------------------------------------------------
                                                                                              


       Assets:
          Loans          $      53,947 $      30,846 $      71,040 $      14,935 $         883 $     171,651
          Investment
             securities          6,976        10,988        35,844         5,950           970        60,728
          Other earnings
             assets             24,700             0             0             0             0        24,700
          Nonearning
             assets                  0             0             0             0        15,751        15,751
                         ------------------------------------------------------------------------------------
             Total
             assets      $      85,623 $      41,834 $     106,884 $      20,885 $      17,604 $     272,830
                         ------------------------------------------------------------------------------------

       Liabilities and
          Equity:
          Deposits       $      46,284 $      92,155 $      62,431 $           0 $      35,083 $     235,953
          Securities
          sold
             under
             agreements
             to                  5,309           938           567             0             0         6,814
             repurchase
          Other
          purchased
             funds               1,525             0         2,200         1,198             0         4,923
          Other                      0             0             0             0         2,107         2,107
          liabilities
          Equity                     0             0             0             0        23,033        23,033
                         ------------------------------------------------------------------------------------
             Total
             liabilities
             and equity  $      53,118 $      93,093 $      65,198 $       1,198 $      60,223 $     272,830
                         ------------------------------------------------------------------------------------

       Repricing gap     $      32,505 $    (51,259) $      41,686 $      19,687 $    (42,619) $           0
       Cumulative
          repricing gap         32,505      (18,754)        22,932        42,619            0              0




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 year  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.

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, 1995, using the estimates
discussed  above,  rate sensitive  liabilities  exceeded rate  sensitive  assets
within a one year period by $18,754,000  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.

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.

The  stability  of the  Comapny'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, 1995 were $213,508,000 or 90% of total deposits and 78%
of total liabilities and equity.

The  Company's  note payable was  completely  paid off during  1994.  Equity has
increased in  significance  as a funding source,  increasing  $2,361,000  during
1995. At year-end  total federal funds sold and securities  maturing  within one
year were  $42,664,000 or 15.6% of total assets.  Both  short-term and long-term
liquidity are actively reviewed and managed.

At  December  31,  1995,  securities  available  for sale  totaling  $60,728,000
included  $471,000 of gross  unrealized  gains and $107,000 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  $2,361,000  (11.4%)  in  1995.  Dividends  to
stockholders were declared at a rate of $1.60, $1.35, and $1.15 per share during
the years ended December 31, 1995, 1994, and 1993, respectively.






Federal regulatory agencies have adopted various capital standards for financial
institutions,  including risk-based capital standards. The primary objectives of
the risk-based  capital  framework are to provide a more  consistent  system for
comparing capital  positions of financial  institutions and to take into account
the different risks among financial  institutions' assets and  off-balance-sheet
items.

Risk-based  capital  standards have been  supplemented  with  requirements for a
minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory
agencies consider the published capital levels as minimum levels and may require
a Financial Institution to maintain capital at higher levels.

A comparison of the  Company's  capital as of December 31, 1995 with the minimum
requirements is presented below.
                                                                Minimum
                                                                Require-
                                                    Actual       ments
                                                 -------------------------

       Tier 1 risk-based capital                    13.75%       4.00%
       Total risk-based capital                     15.12        8.00
       Tier 1 leverage ratio                         8.53        3.00

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.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" which becomes  effective for years  beginning after December 15,
1995.  The  Statement   generally   requires   long-lived   assets  and  certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability,  the entity  should  estimate the future cash flows  expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the carrying amount of the asset,  an impairment is recognized.  Management
believes that adoption of this Statement will not have a material  effect on the
Company's consolidated financial statements.






The  Financial   Accounting   Standards  Board  has  issued  Statement  No.  122
"Accounting  for Mortgage  Servicing  Rights" which becomes  effective for years
beginning after December 15, 1995.  This Statement  amends FASB Statement No. 65
"Accounting for Certain Mortgage  Banking  Activities" to require that an entity
recognize  as  separate  assets  rights to service  mortgage  loans for  others,
however those rights are acquired.  An entity that acquires  mortgage  servicing
rights  retained  should  allocate the total cost of the  mortgage  loans to the
mortgage servicing rights through either the purchase or origination of mortgage
loans and sells or securitizes those loans with servicing rights retained should
allocate the total cost of the mortgage loans to the mortgage  servicing  rights
and the loans  (without the mortgage  servicing  rights) based on their relative
fair values.  If it is not  practicable to estimate the fair values  separately,
the entire cost of  purchasing or  originating  the loans should be allocated to
the mortgage loans (without the mortgage servicing rights) and no cost should be
allocated to the mortgage servicing rights. This Statement also requires that an
entity assess its capitalized  mortgage servicing rights for impairment based on
the fair value of those rights. Neither the Company nor the Banks have addressed
the potential  future  impact of this  Statement on the  consolidated  financial
statements.


Fourth Quarter Results

In the fourth quarter of 1995,  net income was $750,000,  compared with $670,000
in the same period of 1994. The net interest income during the fourth quarter of
1995 was $2,539,000 compared with $2,458,000 for the fourth quarter of 1994. The
provision  for  possible  loan losses was $15,000 in the fourth  quarter of 1995
versus $20,000 in 1994.  Other income totaled  $444,000 and $352,000  during the
fourth  quarter of 1995 and 1994,  respectively.  Other  operating  expenses  of
$1,769,000  in the last  quarter of 1995 compare  with  $1,788,000  for the last
quarter of 1994.  Income tax expense increased to $449,000 for the final quarter
of 1995 versus $332,000 for the last quarter of 1994.




                          IOWA FIRST BANCSHARES CORP.

                       DIRECTORS AS OF DECEMBER 31, 1995


George A. Shepley                           Donald R. Heckman
  Chairman of the Board, President and        Factory Manager - Retired
    CEO                                         H.J. Heinz Co.
    Iowa First Bancshares Corp.
  Chairman of the Board                     Dean H. Holst
    First National Bank of Muscatine          Director
  Chairman of the Board                         Iowa First Bancshares Corp.
    First National Bank in Fairfield          Director, President and CEO
                                                First National Bank in Fairfield
Kim K. Bartling
  Director, Senior Vice President, CFO and  D. Scott Ingstad
    Treasurer, Iowa First Bancshares Corp.    Director
  Director, Senior Vice President and CFO       Iowa First Bancshares Corp.
    First National Bank of Muscatine          Director, President and CEO
  Director                                      First National Bank of Muscatine
    First National Bank in Fairfield
                                            Victor G. McAvoy
Roy J. Carver, Jr.                            President
  Chairman of the Board                         Muscatine Community College
    Carver Pump Company
                                            Carl J. Spaeth
Larry L. Emmert                               President
  President                                     Cabe Corporation
    Hoffmann, Inc.
                                            Beverly J. White
Craig R. Foss                                 Director and Vice President
  President                                     Quality Foundry Co.
     Foss, Kuiken, and Gookin, P.C.





                        OFFICERS AS OF DECEMBER 31, 1995

George A. Shepley                           Patricia R. Thirtyacre
  Chairman of the Board                       Corporate Secretary
  President
  CEO                                       Sandra K. Roenfeldt
                                              Internal Audit Manager
Kim K. Bartling
  Senior Vice President                     Teresa A. Carter
  Chief Financial Officer                     Assistant Auditor
  Treasurer








                          IOWA FIRST BANCSHARES CORP.

               Subsidiary Bank Directors as of December 31, 1995

FIRST NATIONAL BANK OF MUSCATINE              FIRST NATIONAL BANK IN FAIRFIELD

                                           

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

Kim K. Bartling                              Kim K. Bartling
   Director, Senior Vice President, CFO        Director, Senior Vice President,
     and Treasurer                               CFO and Treasurer
     Iowa First Bancshares Corp.                 Iowa First Bancshares Corp.
   Director, Senior Vice President & CFO       Director, Senior Vice President & CFO
      First National Bank of Muscatine           First National Bank of Muscatine
   Director                                    Director
      First National Bank in Fairfield           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
   Factory Manager - Retired                    Attorney at Law
      H.J. Heinz Co.                              Foss, Kuiken & Gookin PC

Victor G. McAvoy                              Thomas S. Gamrath
   President                                    Vice President & Treasurer
      Muscatine Community College                 Gamrath-Doyle & Associates, Inc.

Carl J. Spaeth                                Charles A. Handy, DDS
   President
     Cabe Corporation                         Donald L. Johnson
                                                Farmer
Beverly J. White
   Director and Vice President                H. Roy Lamansky
      Quality Foundry Co.                       Jefferson County Board of Supervisors

                                              Marvin L. Nelson
                                                President
                                                  The Nelson Company, Inc.