IOWA FIRST BANCSHARES CORP.


                                  ANNUAL REPORT


                                DECEMBER 31, 1996






                           Inside annual report cover

                           IOWA FIRST BANCSHARES CORP.

                 STOCKHOLDER INFORMATION AS OF DECEMBER 31, 1996


Market Makers

A market for Iowa First Bancshares  Corp.  common stock is made by the brokerage
firms of Piper Jaffray, Inc. and Howe Barnes Investments, Inc.

Stock Prices Information

The table below shows the  reported  high and low bid prices of the common stock
during the years  ending  December 31, 1996 and 1995.  The stock  prices  listed
below were obtained from one of the market  makers or, as of each  year-end,  an
independent  appraisal  of the  stock if  higher.  All  stock  prices  reflect a
three-for-one stock split which occurred in July 1996.

    1996                        High           Low
- -----------------            --------       --------

First Quarter                $  16.67       $  16.50
Second Quarter                  16.92          16.67
Third Quarter                   16.25          16.25
Fourth Quarter                  20.00          16.25


    1995                        High           Low
- -----------------            --------       --------

First Quarter                $  13.83       $  13.08
Second Quarter                  14.33          13.83
Third Quarter                   15.50          14.33
Fourth Quarter                  16.67          15.17

Annual Meeting of Stockholders

The Annual Meeting of the  Stockholders of Iowa First  Bancshares  Corp. will be
held at 2:00 p.m.,  April 17, 1997 at the corporate  offices located at 300 East
Second Street, Muscatine, Iowa, 52761. Stockholders are encouraged to attend.

Annual Report on Form 10-K

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

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

Investor Information

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




To our Shareholders

For the full year of 1996,  net income  reached  record  levels of $3,465,000 or
$1.95 per share.  This  represents  a $415,000 or 13.6%  increase  over 1995 net
income. Consolidated net income for the quarter ended December 31, 1996, totaled
$815,000 compared to $750,000 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 1996 was  $10,434,000  which  represents  a
$543,000 (5.5%) increase over 1995. FDIC insurance  premiums  decreased $257,000
and total  operating  expenses  declined  $20,000 in 1996.  Provisions  for loan
losses of $160,000 were higher than the prior year but still represent less than
one-tenth of one percent of loans outstanding.  The efficiency ratio at year-end
was 56.2% versus 60.0% and 62.7% for 1995 and 1994, respectively. An explanation
of what constitutes the efficiency ratio can be found under "Key Ratios" on page
three.

The earnings  noted above  resulted in return on average  equity for the year of
14.5% contrasted to 14.0% for the prior year. Return on average assets was 1.26%
for 1996 compared to 1.18% in 1995. Please refer to the Management's  Discussion
and Analysis  section of this report for a more  detailed  analysis of important
issues and trends.

Of particular  importance to our success in 1996 was an increase in loan volume.
Net loans of $183,438,000  at year-end,  increased  $14,096,000  (8.3%) over the
prior year.  Both  subsidiaries  experienced  good loan growth  despite  intense
competition for all types of loans. Total deposits and repurchase  agreements at
December 31, 1996, were  $243,805,000,  $1,038,000 higher than the previous year
total.  More emphasis was placed on wholesale funding from the Federal Home Loan
Bank to assist in  management of interest rate risk as evidenced by the increase
of  more  than  $4,000,000  to  $7,473,000  in  this  funding  category.   Total
shareholder equity at the end of 1996 was $25,198,000,  an increase of 9.4% over
1995.

There  continues to be little trading  activity in Iowa First  Bancshares  Corp.
stock. A recent independent appraisal of the Company valued the stock at $20 per
share,  approximately  140% of book  value at  December  31,  1996.  This  price
reflects the three-for-one stock split which occurred in July 1996. The reported
stock  price  increased  approximately  20%  during  1996.  Please  refer to the
following graph for a summary of the stock price  performance  over the last few
years.

The graphical presentation omitted herein displayed the stock annual stock price
by year for December 31, 1991  through  December 31, 1996.  The data points used
were as follows:

                          Stock Price
                          -----------
December 31:
     1991                     5.33
     1992                     7.75
     1993                    11.33
     1994                    13.00
     1995                    16.67
     1996                    20.00

All prices are stock split  adjusted and are the highest  outside broker bid or,
beginning 12/31/93, the appraisal price if higher.





The Board of Directors  declared  cash  dividends  during 1996 of  approximately
$1,170,000,  further evidence of the Director's commitment to enhance the return
to  stockholders  consistent  with prudent  administration  of the Company.  The
graphical  presentation  omitted herein  summarized the cash dividends  declared
per share for the past several years.

The data points used for the graph were as follows:

December 31:
     1991            .14
     1992           .283
     1993           .383
     1994           .450
     1995           .533
     1996           .680

All dividends are stock split adjusted and reflect the three-for-one stock split
which occured in July 1996.
                          
The total annual  investment  return (change in stock price plus  dividends) for
the past  one,  three,  and  five-year  periods  have been  24%,  24%,  and 33%,
respectively.

While record financial results achieved during 1996 were partially a function of
continued  favorable interest rates,  nonrecurring income items 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.  One example of a major  undertaking  by  management is the effort
being devoted to changing the culture at our Muscatine banking  subsidiary.  The
bank's culture  modification is from one of relatively  passive,  customer order
processing  to  one of  active,  consultative  employee  interactions  with  the
customer so as to better serve the customer's  financial needs and goals.  While
this cultural  change is an  evolutionary  process,  results are beginning to be
evidenced by elevated morale and motivation of our empowered employees, positive
customer  comments,  as well as increased sales and cross sales of bank products
and services.

As we look to 1997,  there is, as always,  much  uncertainty in forecasting  the
future  direction  of interest  rates.  The 1997 budgets for the Company and its
subsidiaries  project  relatively  stable market  interest  rates; if rates vary
significantly  from this assumption it will become more  challenging to maintain
or increase the net interest margin, and consequently, net income.

Increasing our market share and delivery  systems is extremely  important to the
long-term success of the Company.  We are constantly  looking for new, exciting,
and  profitable  business   opportunities  either  through  purchasing  existing
organizations or expanding upon our internal strengths. During 1997 we will open
a new bank  branch  in  Fairfield,  Iowa,  in a very  high  traffic  part of the
community.  This should allow management of the Fairfield  subsidiary to compete
head-to-head  with new and  expanded  competitors  in  their  market  area.  The
Muscatine,  Iowa,  subsidiary is contemplating a new drive-in branch in downtown
Muscatine  to replace its older  downtown  drive-in  facility.  We are also very
excited  about our new branch which will be located in the Wal Mart Super Center
currently  under  construction  in  Muscatine.  This  outlet  for our  financial
services and products will be our first "nontraditional" bank branch and should
serve to help us reach a  different  market  segment  as well as  emphasize  and
enhance our marketing and retailing skills.

At the  December  1996 Board of  Directors  meeting,  Scott  Ingstad,  currently
President and Chief Executive  Officer of First National Bank of Muscatine,  was
elected to the additional  position of President of Iowa First  Bancshares Corp.
The  Directors  also  elected  Kim  Bartling  Executive  Vice  President,  Chief
Operating Officer,  and Treasurer of the Company.  He previously was Senior Vice
President, Chief Financial Officer, and Treasurer. These promotions are intended
to identify successor  management to assure continuity in the operations of Iowa
First Bancshares Corp.

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)                                            1996             1995              1994
- ------------------------------------------------------------------------------------------------------------------
                                                                                               

   Net loans ................................................     $183,438,000      $169,342,000      $162,015,000
   Allowance for loan losses ................................        2,803,000         2,309,000         2,526,000
   Deposits and securities sold under agreements
      to repurchase .........................................      243,805,000       242,767,000       231,271,000
    Federal Home Loan Bank advances .........................        7,473,000         3,398,000                --
   Total assets .............................................      280,461,000       272,830,000       253,800,000
   Stockholders' equity .....................................       25,198,000        23,033,000        20,672,000

STATEMENT OF INCOME (for the year)
- -----------------------------------------------------------------------------------------------------------------
   Net interest income ......................................     $ 10,434,000       $ 9,891,000       $ 9,703,000
   Provision for loan losses ................................          160,000            45,000            65,000
   Other income .............................................        1,764,000         1,576,000         1,682,000
   Other operating expense ..................................        6,857,000         6,877,000         7,141,000
   Income before income taxes ...............................        5,181,000         4,545,000         4,179,000
   Income taxes .............................................        1,716,000         1,495,000         1,304,000
   Net income ...............................................        3,465,000         3,050,000         2,875,000

PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------
   Net income, primary ......................................      $      1.95        $     1.71        $     1.63
   Net income, fully diluted ................................             1.95              1.70              1.63
   Book value at year-end ...................................            14.48             13.42             11.93
   Stock price at year-end (greater of bid or
      appraised price) ......................................            20.00             16.67             13.00
   Cash dividends declared during the year ..................              .68              0.53              0.45
   Cash dividends declared as a percentage
      of net income .........................................              35%               31%               28%
                                                                                                                   

KEY RATIOS
- ------------------------------------------------------------------------------------------------------------------
   Return on average assets .................................            1.26%             1.18%             1.12%
   Return on average stockholders' equity ...................           14.46             13.97             14.82
   Net interest margin-tax equivalent .......................            4.25              4.28              4.22
   Average stockholders' equity to average assets ...........            8.75              8.44              7.54
   Total capital to risk-based assets .......................           14.20             15.12             14.68
   Efficiency ratio (all operating expenses,
      excluding the provision for loan losses,
      divided by the sum of net interest income
      and other income) .....................................           56.21             59.97             62.72









                          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, 1996 and 1995,  and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the  years  ended  December  31,  1996,  1995,  and  1994.  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, 1996 and 1995,  and the
results of their  operations  and their cash flows for the years ended  December
31, 1996,  1995,  and 1994, in conformity  with  generally  accepted  accounting
principles.



                                        /s/ McGLADREY & PULLEN




Davenport, Iowa
February 3, 1997





IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995


ASSETS                                                                      1996          1995
- --------------------------------------------------------------------------------------------------
                                                                                 
Cash and due from banks ..............................................  $ 14,363,000  $ 10,963,000
Interest-bearing deposits at financial institutions ..................       551,000           - -
Investment securities available for sale (Note 2) ....................    67,622,000    60,728,000
Federal funds sold and other overnight investments ...................     7,263,000    24,700,000
Loans, net (Note 3) ..................................................   183,438,000   169,342,000
Bank premises and equipment, net (Note 4) ............................     4,526,000     4,342,000
Accrued interest receivable ..........................................     2,333,000     2,283,000
Other assets .........................................................       365,000       472,000
                                                                        --------------------------
              Total assets ...........................................  $280,461,000  $272,830,000
                                                                        ==========================

LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------------------------
LIABILITIES
   Deposits:
      Noninterest-bearing ............................................  $ 43,445,000  $ 35,076,000
      Interest-bearing ...............................................   194,907,000   200,877,000
                                                                        --------------------------
              Total deposits (Note 5) ................................  $238,352,000  $235,953,000
   Securities sold under agreements to repurchase (Note 6) ...........     5,453,000     6,814,000
   Federal Home Loan Bank advances (Note 6) ..........................     7,473,000     3,398,000
   Dividends payable .................................................       331,000       246,000
   Treasury tax and loan open note (Note 6) ..........................     1,944,000     1,525,000
   Other liabilities .................................................     1,710,000     1,861,000
                                                                        --------------------------
              Total liabilities ......................................  $255,263,000  $249,797,000
                                                                        --------------------------

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY (Note 7)
   Preferred stock, stated value of $1.00 per share; shares authorized
      1996 and 1995, 500,000; shares issued 1996 and 1995, none
   Common stock, no par value; shares authorized 1996 and 1995 .......  $         --   $        --
      2,000,000; shares issued 1996 and 1995, 1,800,000 ..............       200,000       200,000
   Additional paid-in capital ........................................     3,872,000     3,800,000
   Retained earnings .................................................    21,621,000    19,326,000
                                                                        --------------------------
                                                                          25,693,000    23,326,000
   Unrealized gains on securities available for sale, net ............        81,000       229,000
   Less cost of common shares acquired for the treasury, 1996,
      59,452 and 1995, 84,237 ........................................       576,000       522,000
                                                                        --------------------------
              Total stockholders' equity .............................  $ 25,198,000  $ 23,033,000
                                                                        --------------------------
              Total liabilities and stockholders' equity .............  $280,461,000  $272,830,000
                                                                        ==========================


See Notes to Consolidated Financial Statements.





IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1996, 1995, and 1994


                                                           1996         1995         1994
- --------------------------------------------------------------------------------------------
                                                                         
Interest income:
   Interest and fees on loans:
      Taxable ....................................... $ 14,981,000 $ 14,322,000 $ 12,499,000
      Nontaxable ....................................      264,000      322,000      372,000
   Interest and dividends on investment securities:
      Taxable .......................................    3,237,000    3,189,000    3,619,000
      Nontaxable ....................................      605,000      520,000      350,000
   Interest on federal funds sold and other overnight
      investments ...................................      921,000      588,000      297,000
   Interest on deposits at financial institutions
      and other interest income .....................       24,000        1,000       18,000
                                                      --------------------------------------
              Total interest income ................. $ 20,032,000 $ 18,942,000 $ 17,155,000
                                                      --------------------------------------
Interest expense:
   Interest on deposits ............................. $  8,980,000 $  8,727,000 $   7,264,000
   Interest on securities sold under agreements
      to repurchase and other interest expense ......      618,000      324,000      139,000
   Interest on note payable .........................           --       49,000           --
                                                      ---------------------------------------
              Total interest expense ................ $  9,598,000 $  9,051,000 $   7,452,000
                                                      ---------------------------------------
              Net interest income ................... $ 10,434,000 $ 9,891,000  $  9,703,000
Provision for loan losses (Note 3) ..................      160,000      45,000        65,000
                                                      --------------------------------------
              Net interest income after provision
              for loan losses ....................... $ 10,274,000 $ 9,846,000  $  9,638,000
                                                      --------------------------------------
Other income:
   Trust department ................................. $    340,000 $    308,000 $    273,000
   Service fees .....................................    1,017,000      941,000      970,000
   Investment securities gains, net .................        4,000        3,000        9,000
   Other ............................................      403,000      324,000      430,000
                                                      --------------------------------------
              Total other income .................... $  1,764,000 $  1,576,000 $  1,682,000
                                                      --------------------------------------
Operating expenses:
   Salaries and employee benefits ................... $  4,077,000 $  4,012,000 $  3,995,000
   Occupancy expenses, net ..........................      579,000      526,000      548,000
   Equipment expenses ...............................      373,000      422,000      410,000
   Office supplies and postage ......................      399,000      371,000      342,000
   Computer costs ...................................      374,000      340,000      382,000
   FDIC insurance ...................................        8,000      265,000      525,000
   Legal fees .......................................       36,000       21,000       26,000
   Other operating expenses .........................    1,011,000      920,000      913,000
                                                      --------------------------------------
              Total operating expenses .............. $  6,857,000 $  6,877,000 $  7,141,000
                                                      --------------------------------------





IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Continued)
Years Ended December 31, 1996, 1995, and 1994


                                                     1996          1995           1994
- ------------------------------------------------------------------------------------------
                                                                        

              Income before income taxes ....   $   5,181,000 $   4,545,000   $  4,179,000

Income taxes (Note 9) .......................       1,716,000     1,495,000      1,304,000
                                                ------------------------------------------

              Net income ....................   $   3,465,000 $   3,050,000   $  2,875,000
                                                ==========================================

Weighted average common and common equivalent
   shares ...................................       1,776,680     1,779,021      1,760,205*
Weighted average common and common equivalent
   shares, assuming full dilution ...........       1,781,061     1,789,923      1,760,205*
Earnings per common and common equivalent
   share:
   Primary:
              Net income ....................   $        1.95   $      1.71   $       1.63*
                                                ===========================================

   Fully diluted:
              Net income ....................   $        1.95   $      1.70   $       1.63*
                                                ===========================================

Dividends declared per share ................   $        0.68   $      0.53   $        0.45
<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, 1996, 1995, and 1994


                                                                                
                                                              Common Stock        Additional
                                                         ---------------------     Paid-In
                                                           Number     Amount       Capital
- --------------------------------------------------------------------------------------------
                                                                        
Balance, December 31, 1993 ...........................   1,800,000 $   200,000 $   3,800,000
   Net income ........................................          --          --            --
   Cash dividends declared, $.45 per share ...........          --          --            --
   Purchase of common stock for the treasury .........          --          --            --
   Sale of common stock from the treasury to the
      ESOP............................................          --          --            --
   Unrealized gain on securities available for sale,
      net.............................................          --          --            --
                                                         -----------------------------------
Balance, December 31, 1994 ...........................   1,800,000 $   200,000 $   3,800,000
   Net income ........................................          --          --            --
   Cash dividends declared, $.53 per share ...........          --          --            --
   Purchase of common stock for the treasury .........          --          --            --
   Issuance of 3,o00 shares of treasury stock upon
      exercise of stock options ......................          --          --            --
   Change in unrealized (loss) on securities available
      for sale, net ..................................          --          --            --
                                                         -----------------------------------
Balance, December 31, 1995 ...........................   1,800,000 $   200,000 $   3,800,000
   Net income ........................................          --          --            --
   Cash dividends declared, $.68 per share ...........          --          --            --
   Purchase of common stock for the treasury .........          --          --            --
   Sale of common stock from the treasury
      to the ESOP ....................................          --          --        50,000
   Issuance of 45,885 shares of treasury stock upon
      exercise of stock options ......................          --          --        22,000
   Change in unrealized gain on securities available
      for sale, net ..................................          --          --            --
                                                         -----------------------------------
Balance, December 31, 1996 ...........................   1,800,000 $   200,000 $   3,872,000
                                                         ===================================

See Notes to Consolidated Financial Statements.




                                                                    
                                                     Unrealized     
                                                     Gain (Loss)  
                          Treasury Stock            On Securities      
       Retained     ----------------------------      Available
       Earnings         Number         Amount       For Sale, Net      Total
- --------------------------------------------------------------------------------

$      15,092,000          91,881        592,000         248,000     18,748,000
        2,875,000              --             --              --      2,875,000
         (774,000)             --             --              --       (774,000)
               --           2,700         32,000              --        (32,000)

               --         (27,384)      (336,000)             --        336,000

               --              --             --        (481,000)      (481,000)
- --------------------------------------------------------------------------------
       17,193,000          67,197   $    288,000   $    (233,000)   $20,672,000
        3,050,000              --             --              --      3,050,000
         (917,000)             --             --              --       (917,000)
               --          20,040         261,000             --       (261,000)

               --          (3,000)        (27,000)            --         27,000

               --              --              --        462,000        462,000
- -------------------------------------------------------------------------------
$      19,326,000          84,237   $     522,000  $     229,000    $23,033,000
        3,465,000              --              --             --      3,465,000
       (1,170,000)             --              --             --     (1,170,000)
               --          25,500         483,000             --       (483,000)

               --          (4,400)        (38,000)            --          88,000

               --         (45,885)       (391,000)            --        413,000

               --              --              --       (148,000)      (148,000)
- -------------------------------------------------------------------------------
$      21,621,000          59,452    $    576,000    $     81,000   $25,198,000
================================================================================






IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996, 1995, and 1994


                                                                                              1996           1995          1994
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .........................................................................    $ 3,465,000    $ 3,050,000   $ 2,875,000
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Proceeds from loans sold to FHLMC ...............................................      5,526,000      2,972,000     2,932,000
      Loans underwritten for FHLMC ....................................................     (5,515,000)    (2,962,000)   (2,901,000)
      Gains on loans sold to FHLMC ....................................................        (11,000)       (10,000)      (31,000)
      Provision for loan losses .......................................................        160,000         45,000        65,000
      Investment securities gains, net ................................................         (4,000)        (3,000)       (9,000)
      Depreciation ....................................................................        376,000        371,000       407,000
      Deferred income taxes ...........................................................       (269,000)         2,000        (5,000)
      Amortization of premiums and accretion of
        discounts on investment securities, net .......................................        223,000        251,000       426,000
      Change in assets and liabilities:
        (Increase) decrease in accrued interest receivable ............................        (50,000)      (245,000)      (20,000)
        Net (increase) decrease in other assets .......................................        212,000        (37,000)     (177,000)
        Increase (decrease) in other liabilities ......................................         99,000       (250,000)     (477,000)
                                                                                           -----------------------------------------
              Net cash provided by  operating
              activities ..............................................................    $ 4,212,000    $ 3,184,000   $ 3,085,000
                                                                                           -----------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net increase in interest-bearing deposits at
      financial institutions ..........................................................   $   (551,000)   $        --   $        --
   Net (increase) decrease in federal funds sold and
      other overnight deposits ........................................................     17,437,000    (21,363,000)    9,093,000
   Proceeds from maturities and paydowns of held
      to maturity securities ..........................................................             --     13,464,000     12,295,000
   Proceeds from sales, maturities, and paydowns
      of available for sale securities ................................................     21,167,000     11,946,000    16,586,000
   Purchase of held to maturity securities ............................................             --     (1,860,000)  (11,922,000)
   Purchase of available for sale securities ..........................................    (28,514,000)   (13,961,000)  (13,684,000)
   Proceeds from sale of other real estate owned ......................................             --        260,000       114,000
   Net (increase) in loans ............................................................    (14,256,000)    (7,372,000)   (7,374,000)
   Purchases of bank premises and equipment ...........................................       (560,000)      (168,000)     (193,000)
                                                                                           -----------------------------------------
              Net cash provided by (used in)
              investing activities ....................................................    $(5,277,000)  $(19,054,000)  $ 4,915,000
                                                                                           =========================================

(Continued)  



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31, 1996, 1995, and 1994


                                                               1996            1995           1994
- -----------------------------------------------------------------------------------------------------
                                                                                  

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in noninterest-bearing
      deposits ..........................................   $ 8,369,000    $  (260,000)   $   690,000
   Net increase (decrease) in interest-bearing
      deposits ..........................................    (5,970,000)     7,190,000     (5,080,000)
   Net increase (decrease) in securities sold under
      agreements to repurchase ..........................    (1,361,000)     4,566,000        720,000
   Net increase in TT&L borrowings ......................       419,000      1,525,000             --
   Net increase in FHLB advances ........................     4,075,000      3,398,000             --
   Principal payments on note payable ...................            --             --     (1,300,000)
   Cash dividends paid ..................................    (1,085,000)    (1,072,000)      (714,000)
   Reissuance of treasury stock .........................       501,000         27,000        336,000
   Purchases of common stock for the treasury ...........      (483,000)      (261,000)       (32,000)
                                                            -----------------------------------------
              Net cash provided by (used in)
              financing activities ......................   $ 4,465,000    $15,113,000    $(5,380,000)
                                                            -----------------------------------------

              Net increase (decrease) in cash and
              due from banks ............................   $ 3,400,000    $  (757,000)   $ 2,620,000

Cash and due from banks:
   Beginning ............................................    10,963,000     11,720,000      9,100,000
                                                            -----------------------------------------
   Ending ...............................................   $14,363,000    $10,963,000    $11,720,000
                                                            =========================================

SUPPLEMENTAL DISCLOSURES OF CASH Flow Information:
   Cash payments for:
      Interest ..........................................   $ 9,596,000    $ 8,890,000    $ 7,371,000
      Income taxes ......................................     1,483,000      1,147,000        870,000

Supplemental Schedule of Noncash Investing and
   Financing Activities:
   Securities available for sale adjustment, net ........      (148,000)       462,000       (481,000)
   Investment securities transferred from held to
      maturity portfolio to available for sale portfolio,
      at fair value .....................................            --     41,603,000             --


See Notes to Consolidated Financial Statements.




IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

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

Significant accounting policies:

Accounting estimates: The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

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

Presentation of cash flows:  For purposes of reporting cash flows,  cash and due
from banks include cash on-hand and amounts due from banks, including cash items
in process of clearing.  Cash flows from demand deposits, NOW accounts,  savings
accounts,   federal  funds  sold,   interest   bearing   deposits  at  financial
institutions,  securities sold under agreements to repurchase, Federal Home Loan
Bank advances,  TT&L open note, certificates of deposits, and loans are reported
net.

Cash and due from banks:  The Banks are required by federal banking  regulations
to maintain certain cash and due from bank reserves. The reserve requirement was
approximately $1,625,000 at December 31, 1996.

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

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

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

Premiums and  discounts  are  recognized  in interest  income using the interest
method over the period to maturity.  There were no investments  held to maturity
or for trading purposes as of December 31, 1996 or 1995.

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

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




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

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

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

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:  Earnings per share is 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.  125
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities" and Statement No. 127 "Deferral of the Effective Date of Certain
Provisions  of  statement  No.  125".  Statement  125  provides  accounting  and
reporting  standards  for  transfers  and  servicing  of  financial  assets  and
extinguishments   of   liabilities   based  on  consistent   application   of  a
financial-components  approach  that  focuses on control.  Under that  approach,
after a transfer of financial  assets,  an entity  recognizes  the financial and
servicing  assets it controls and the liabilities it has incurred,  derecognizes
financial assets when control has been surrendered, and derecognizes liabilities
when   extinguished.   Statement   125   provides   consistent   standards   for
distinguishing  transfers of financial assets that are sales from transfers that
are secured borrowings.  The provisions of Statement 125 applicable to servicing
of financial  assets are effective for servicing of financial  assets  occurring
after December 31, 1996. The provisions of Statement 125 applicable to transfers
of  financial  assets  and  extinguishment  of  liabilities  are  effective  for
transfers and  extinguishments  occurring  after  December 31, 1997.  Management
believes that adoption of this Statement will not have a material  effect on the
Company's financial statements.

Note 2. Investment Securities Available For Sale

The amortized  cost and fair value of  investment  securities as of December 31,
1996 are summarized as follows:

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

Securities available for sale:
   U.S. Treasury securities .......   $ 20,985,000   $    124,000    $    (71,000)   $ 21,038,000
   U.S. government agencies .......     15,822,000         93,000         (43,000)     15,872,000
   Mortgage-backed securities .....      9,889,000         11,000         (62,000)      9,838,000
   State and political subdivisions     13,448,000        141,000         (62,000)     13,527,000
   Corporate obligations ..........      7,348,000          8,000          (9,000)      7,347,000
                                      -----------------------------------------------------------
                                      $ 67,492,000   $    377,000    $   (247,000)   $ 67,622,000
                                      ===========================================================


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           --      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,
1996, by contractual maturity, are shown below. Most mortgage-backed  securities
are  included in the one year through  five year  maturity  category as the vast
majority mature within such period.

                                                       Amortized        Fair
                                                         Cost           Value
                                                     ---------------------------
Securities available for sale:
   Due in one year or less .....................     $19,360,000     $19,406,000
   Due after one year through five years .......      41,183,000      41,252,000
   Due after five years through ten years ......       5,479,000       5,488,000
   Due after ten years .........................       1,470,000       1,476,000
                                                     ---------------------------
                                                     $67,492,000     $67,622,000
                                                     ===========================




Investment  securities  with a carrying  value of $37,670,000 as of December 31,
1996 are pledged on public  deposits,  trust  deposits and for other purposes as
required by law.

Investment  securities  with a carrying  value of $10,516,000 as of December 31,
1996  are  pledged  as  collateral  for  securities  sold  under  agreements  to
repurchase.

Proceeds from the sale of securities  were  $1,005,000  during 1996,  $5,507,000
during 1995, and  $11,775,000  during 1994. All 1996,  1995, and 1994 sales were
from  securities  identified  as available  for sale.  Securities  called by the
issuer totaled $1,600 000, $356,000,  and $1,188,000,  for 1996, 1995, and 1994,
respectively.  Gross gains and losses  realized on sales in 1996 were $4,000 and
$0, 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.

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,
                                            --------------------------
                                                 1996          1995
                                            --------------------------

Commercial ...............................  $ 73,681,000  $ 62,399,000
Agricultural .............................    17,555,000    16,792,000
Real estate:
   Construction ..........................     2,970,000     1,187,000
   Mortgage ..............................    60,241,000    56,475,000
   Tax exempt, mortgage ..................     3,485,000     3,735,000
Installment ..............................    29,126,000    32,972,000
Lease financing, net .....................       369,000
Other ....................................       209,000       335,000
                                            --------------------------
              Total loans ................  $187,267,000  $174,264,000
Less:
   Allowance for loan losses .............     2,803,000     2,309,000
   Unearned discount .....................     1,026,000     2,613,000
                                            --------------------------
                                            $183,438,000  $169,342,000
                                            ==========================

Loans  considered to be impaired under the provisions of FAS No. 114, as amended
by FAS No. 118, are as follows: 

                                                                 December 31, 
                                                               -----------------
                                                                 1996     1995
                                                               -----------------

Impaired loans for which an allowance has been provided ....   $254,000 $368,000
Impaired loans for which no allowance has been provided ....    601,000  515,000
                                                               -----------------
              Total loans determined to be impaired ........   $855,000 $883,000
                                                               =================
Allowance provided for impaired loans, included in the 
   allowance for loan losses ...............................   $ 25,000 $ 47,000
                                                               =================

The  average  recorded  investment  in impaired  loans  during 1996 and 1995 was
$633,000  and  $985,000,  respectively.  Interest  income on  impaired  loans of
$19,000 and $26,000 was recognized for cash payments  received in 1996 and 1995,
respectively.

Nonaccruing  loans totaled  $855,000 and $883,000 at December 31, 1996 and 1995,
respectively.  Interest income in the amount of $66,000,  $74,000,  and $109,000
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, 1996,
1995,  and 1994,  respectively.  The interest  collected on loans  designated as
nonaccrual  loans and included in income for the years ended  December 31, 1996,
1995, and 1994 totaled $19,000, $26,000, and none, respectively.




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

                                          Year Ended December 31,
                                  ----------------------------------
                                     1996        1995        1994
                                  ----------------------------------

Beginning balance ..............  $2,309,000 $ 2,526,000 $ 2,654,000
   Provisions charged to expense     160,000      45,000      65,000
   Recoveries ..................     496,000     176,000     225,000
                                  ----------------------------------
                                   2,965,000   2,747,000   2,944,000
   Loans charged off ...........     162,000     438,000     418,000
                                  ----------------------------------
Ending balance .................  $2,803,000 $ 2,309,000 $ 2,526,000
                                  ==================================

The  allowance  for loan  losses for  income  tax  purposes  is  $2,195,000  and
$1,841,000 as of December 31, 1996 and 1995, respectively. The amounts that were
deducted for income tax purposes  for the years ended  December 31, 1996,  1995,
and 1994 were  $20,000,  $92,000,  and  $151,000,  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 $14,735,000 as of December 31,
1996,  $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 $89,000,  $61,000 and $51,000 at December 31, 1996, 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       1996       1995
                                                ------------------------------

Bank premises (including land of $537,000) ...  10-40   $6,630,000  $6,232,000
Leasehold improvements .......................   5-15       80,000      80,000
Furniture and equipment ......................   5-15    1,650,000   1,576,000
                                                        ----------------------
                                                        $8,360,000  $7,888,000
Accumulated depreciation ....................            3,834,000   3,546,000
                                                        ----------------------
                                                        $4,526,000  $4,342,000
                                                        ======================


Note 5. Deposits

The composition of deposits is summarized as follows:

                                           December 31,
                                  --------------------------
                                       1996         1995
                                  --------------------------

Demand .........................  $ 74,849,000  $ 70,877,000
NOW accounts ...................    31,112,000    32,502,000
Savings ........................    22,005,000    22,494,000
Time certificates ..............   110,386,000   110,080,000
                                  --------------------------
                                  $238,352,000  $235,953,000
                                  ==========================





Included in interest-bearing deposits are certificates of deposit with a minimum
denomination  of $100,000  totaling  $20,557,000 and $22,445,000 at December 31,
1996 and 1995, respectively.  Maturities of these certificates are summarized as
follows:

                                    December 31,
                               -----------------------
                                  1996         1995
                               ----------   ----------
One to three months ........    7,409,000   10,023,000
Three to six months ........    2,628,000    3,687,000
Six to twelve months .......    5,970,000    4,894,000
Over twelve months .........    4,550,000    3,841,000
                               ----------   ----------
                               20,557,000   22,445,000
                               ==========   ==========

At December 31, 1996, the scheduled  maturities of all  certificates  of deposit
are as follows:

   1997                       $ 78,175,000
   1998                         26,278,000
   1999                          4,088,000
   2000                          1,387,000
   2001 and thereafter             458,000
                              ------------
                              $110,386,000
                              ============


Note 6. Other Borrowed Funds 

Company borrowings consist of the following:

Securities sold under agreements to repurchase ...............        $5,453,000
Federal Home Loan Bank advances ..............................         7,473,000
Treasury tax and loan open note ..............................         1,944,000

The treasury tax and loan open note  represents  overnight  borrowings  from the
Federal Reserve Bank system.  The securities sold under agreements to repurchase
represent  agreements with customers of the Banks which are collateralized  with
securities  of the Banks held by the Federal  Home Loan Bank of Des Moines.  The
Federal Home Bank may sell,  loan,  or otherwise  dispose of such  securities to
other  parties  in the normal  course of their  operations  with  prior  written
approval  of the  Banks,  and have  agreed to resell to the Banks  substantially
identical  securities at the maturities of the  agreements.  All but $602,000 of
the securities sold under agreements to repurchase  mature within twelve months,
with the $602,000 maturing June 30, 1999.

Securities sold under  agreements to repurchase  totaled  $5,453,000 at December
31, 1996.  The average and maximum  amount  outstanding  along with the rates of
interest  related to  securities  sold under  agreements  to  repurchase  are as
follows: 

                                                          1996          1995
                                                       -----------  -----------

Daily average amount outstanding during the year       $ 5,658,000  $ 3,451,000
Maximum outstanding as of any month end ........         6,545,000    6,814,000

Weighted average interest rate during the year .             4.70%        5.81%

Securities underlying the agreements at the end
of the year:  Carrying value ...................       $10,491,000  $10,917,000
                     Fair value ................        10,515,000   10,910,000

Advances  from the Federal Home Loan Bank as of December 31, 1996 bear  interest
and are due as follows:

                                           Interest Rate          Balance Due
                                         ---------------------------------------
     Year ending December 31:
        1998                                  5.80%         $          300,000
        1999                                  6.99%                    250,000
        2000                              6.15% to 6.52%             1,900,000
        2001                              5.32% to 6.44%             1,950,000
        2002 and thereafter               5.83% to 7.19%             2,150,000
        Amortizing through 2012           6.79% to 7.02%               923,000
                                                            -------------------
                                                            $        7,473,000
                                                            ===================




First mortgage loans of approximately  $41,000,000 and investment  securities of
$2,000,000 as of December 31, 1996 are pledged as collateral on these advances.


Note 7.  Regulatory Matters

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

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the  Entities to maintain  minimum  amounts and ratios (set forth in the
table  below) of total and Tier I capital  (as  defined in the  regulations)  to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as  defined).  Management  believes,  as of December 31, 1996,  that the
Entities meet all capital adequacy requirements to which they are subject.

As of December 31,  1996,  the most recent  notification  from the Office of the
Comptroller of the Currency  categorized the Banks as well capitalized under the
regulatory  framework for prompt  corrective  action.  To be categorized as well
capitalized the Banks must maintain minimum total risk-based, Tier I risk-based,
and Tier I leverage ratios as set forth in the table. There are no conditions or
events  since that  notification  that  management  believes  have  changed  the
institutions' category.

The Entities'  actual capital  amounts and ratios are presented in the following
table.  No  deduction  was made from capital for  interest-rate  risk in 1996 or
1995.

                                                                                                  To Be Well
                                                                                                  Capitalized
                                                                                                  Under Prompt
                                                                           For Capital            Corrective
                                                                           Adequacy               Action
                                                   Actual:                 Purposes:              Provisions:
                                                  ------------------       ------------------     ----------------
                                                     Amount    Ratio          Amount    Ratio     Amount     Ratio
                                                  ----------------------------------------------------------------
                                                                                           
                                                              
As of December 31, 1996
Total Capital (to Risk Weighted Assets):
  Consolidated ................................   $26,779,000   14.2%      $15,139,000    8%   $18,924,000    10%
  First National Bank of Muscatine ............    17,578,000   13.7        10,298,000    8     12,873,000    10
  First National Bank in Fairfield ............     7,709,000   13.4         4,604,000    8      5,754,000    10

Tier 1 Capital (to Risk Weighted
Assets):
  Consolidated ................................    24,408,000   12.9         7,570,000    4     11,354,000     6
  First National Bank of Muscatine ............    15,961,000   12.4         5,149,000    4      7,724,000     6
  First National Bank in Fairfield ............     7,124,000   12.4         2,302,000    4      3,453,000     6





                                                                                                 Capitalized
                                                                                                 Under Prompt
                                                                      For Capital                Corrective
                                                                      Adequacy                   Action
                                             Actual:                  Purposes:                  Provisions:
                                             --------------------     ---------------------      ------------------
                                               Amount       Ratio        Amount   Ratio            Amount   Ratio
                                             ----------------------------------------------------------------------
                                                                                          
Tier 1 Capital (to Average Assets):
  Consolidated                               24,408,000       8.8      11,065,000    4           13,831,000   5
  First National Bank of Muscatine           15,961,000       8.3       7,659,000    4            9,573,000   5
  First National Bank in Fairfield            7,124,000       8.5       3,350,000    4            4,187,000   5

As of December 31, 1995
 Total Capital (to Risk Weighted
Assets):
  Consolidated                               25,657,000      15.1      13,590,000    8           16,987,000   10
  First National Bank of Muscatine           16,083,000      14.2       9,048,000    8           11,310,000   10
  First National Bank in Fairfield            7,191,000      13.2       4,357,000    8            5,446,000   10

Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                               23,531,000      13.9       6,795,000    4           10,193,000    6
  First National Bank of Muscatine           14,664,000      13.0       4,524,000    4            6,786,000    6
  First National Bank in Fairfield            6,746,000      12.4       2,179,000    4            3,268,000    6

Tier 1 Capital (to Average Assets):
  Consolidated                               23,531,000       8.9      10,583,000    4           13,228,000    5
  First National Bank of Muscatine           14,664,000       7.9       7,387,000    4            9,233,000    5
  First National Bank in Fairfield            6,746,000       8.5       3,175,000    4            3,968,000    5





Current banking law limits the amount of dividends banks can pay. As of December
31,  1996,  amounts  available  for payment of  dividends  were  $3,202,000  and
$932,000  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  employees who work at
least 1,000 hours per year.  The Company and  subsidiary  banks match 50% of the
amount  an  employee  contributes  to  the  plan  up to a  maximum  of 6% of the
employee's pay.  Additionally  the Company and subsidiary  banks may make profit
sharing  contributions  to the plan  which  are  allocated  to the  accounts  of
participants  in the  plan on the  basis  of total  relative  compensation.  The
amounts  expensed for the years ended  December 31,  1996,  1995,  and 1994 were
$266,000, $262,000, and $303,000, 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 option price is 100% of the fair market value of the common
stock ($9 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.  The activity of the Plan for the years ended December 31,
is as follows:

                                                1996          1995         1994
                                               ---------------------------------
                                                       Number of Shares
                                               ---------------------------------

Options, beginning of year ..............      143,250      150,750      150,750
   Granted
   Terminated and canceled ..............        4,500
   Exercised ............................      (45,885)       3,000
                                               -------      -------      -------
Options, end of year ....................       97,365      143,250      150,750
                                               =======      =======      =======
Options exercisable, end of year ........       68,115       84,750       60,300
                                               =======      =======      =======

All  figures  in  the  above   schedule   have  been  adjusted  to  reflect  the
three-for-one stock split which occurred in July 1996.

Note 9. Income Taxes

The components of income tax expense are as follows:

                                                   Year Ended December 31,
                                         -------------------------------------
                                            1996         1995         1994
                                         -------------------------------------

Currently paid or payable .............  $1,985,000   $1,493,000    $1,309,000
Deferred income taxes .................    (269,000)       2,000        (5,000)
                                         -------------------------------------
                                         $1,716,000   $1,495,000    $1,304,000
                                         =====================================




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,
                                     ------------------------------------------------------------------------------------------
                                                1996                           1995                            1994
                                     ------------------------------------------------------------------------------------------
                                                         % Of                           % Of                           % Of
                                           Dollar       Pretax            Dollar       Pretax            Dollar       Pretax
                                           Amount       Income            Amount       Income            Amount       Income
                                     ------------------------------------------------------------------------------------------
                                                                                                     
     Computed "expected"
        income tax expense           $      1,813,000    35.0%     $       1,591,000    35.0%     $       1,463,000    35.0%
     Effect of graduated tax rate            (52,000)    (1.0)               (45,000)   (1.0)               (42,000)   (1.0)
     Tax exempt interest
        income, net                         (269,000)    (5.2)              (260,000)   (5.7)              (230,000)   (5.5)
     State income taxes, net                  171,000     3.3                150,000     3.3                137,000     3.3
     Other                                     53,000     1.0                 59,000     1.3               (24,000)    (0.6)
                                     ------------------------------------------------------------------------------------------
                                     $      1,716,000    33.1%     $       1,495,000    32.9%     $       1,304,000    31.2%
                                     ==========================================================================================


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

                                                         1996        1995
                                                      ----------------------
Deferred tax assets:
   Allowance for loan losses ......................   $ 226,000   $  174,000
                                                      ----------------------
Deferred tax liabilities:
   Direct lease financing .........................          --     (243,000)
   Securities available for sale ..................     (49,000)    (135,000)
   Bank premises and equipment ....................      (5,000)     (13,000)
   Unrealized bond accretion ......................     (22,000)     (21,000)
   Net deferred loan origination fees .............     (45,000)     (12,000)
                                                      ----------------------
                                                       (121,000)    (424,000)
                                                      ----------------------
              Net deferred tax assets (liabilities)   $ 105,000     (250,000)
                                                      ======================

The net change in 1996 and 1995  deferred  income  taxes  includes  $86,000  and
$272,000, 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 .............................        $26,531,000
   Standby letters of credit ................................          1,446,000



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

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

The Banks are undertaking  plans for future growth.  Installation of a new local
area network  computer  system as well as other computer  hardware and software,
modernized  item  processing  equipment,   construction  of  two  branches,  and
expansion into supermarket  banking has been planned or is currently in process.
The Banks have  entered  into  commitments  or have  budgeted  approximately  $2
million for completion of these projects.

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, 1996, 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:

                                                 1996             1995
                                             ----------------------------

Balance, beginning ...........               $ 6,973,000      $ 6,256,000
   Additions .................                10,091,000        7,521,000
   Deductions (payments) .....                (9,980,000)      (6,804,000)
                                             ----------------------------
Balance, ending ..............               $ 7,084,000      $ 6,973,000
                                             ============================



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, 1996 and 1995, these items are immaterial
in nature.




The carrying  amounts and fair values of financial  instruments  at December 31,
1996 and 1995 are summarized as follows:

                                                            Carrying Amounts                   Fair Values
                                                    ---------------------------------------------------------------
                                                        1996               1995            1996            1995
                                                    ---------------------------------------------------------------
                                                                                             
Financial Assets:
   Cash and due from banks ....................     $ 14,914,000     $ 10,963,000     $ 14,914,000     $ 10,963,000
   Investment securities ......................       67,622,000       60,728,000       67,622,000       60,728,000
   Federal funds sold .........................        7,263,000       24,700,000        7,263,000       24,700,000
   Loans receivable ...........................      186,241,000      171,651,000      184,874,000      171,724,000
   Less allowance for loan losses .............        2,803,000        2,309,000        2,803,000        2,309,000
   Loans, net of allowance ....................      183,438,000      169,342,000      182,071,000      169,415,000

Financial Liabilities:
   Deposits ...................................     $238,352,000     $235,953,000     $235,688,000     $233,519,000
   Securities sold under
      agreements to repurchase ................        5,453,000        6,814,000        5,453,000        6,814,000
   Federal Home Loan Bank
      advances ................................        7,473,000        3,398,000        7,501,000        3,418,000
   Treasury tax and loan open
      note ....................................        1,944,000        1,525,000        1,944,000        1,525,000


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,
                                                             ------------------------
                                                                1996         1995
                                                             ------------------------
                                                                     
ASSETS
Cash ......................................................  $ 2,096,000  $ 1,287,000
Investment in subsidiaries ................................   23,874,000   22,405,000
Other assets ..............................................       44,000       23,000
                                                             ------------------------
              Total assets ................................  $26,014,000  $23,715,000
                                                             ========================
LIABILITIES AND STOCKHOLDERS' EQUITY
 LIABILITIES, other liabilities ...........................  $   816,000  $   682,000
                                                             ------------------------
 STOCKHOLDERS' EQUITY
   Common stock ...........................................      200,000      200,000
   Additional paid-in capital .............................    3,872,000    3,800,000
   Retained earnings ......................................   21,621,000   19,326,000
                                                             ------------------------
                                                              25,693,000   23,326,000
   Unrealized gains on securities available for sale, net         81,000      229,000
   Less net cost of common shares acquired for the treasury      576,000      522,000
                                                             ------------------------
              Total stockholders' equity ..................   25,198,000   23,033,000
                                                             ------------------------
              Total liabilities and stockholders' equity ..  $26,014,000  $23,715,000
                                                             ========================




================================================================================
                              STATEMENTS OF INCOME
                              (Parent Company Only)



                                                            Year Ended December 31,
                                                    --------------------------------------
                                                        1996         1995         1994
                                                    --------------------------------------
                                                                      

Operating revenue:
   Dividends received from subsidiaries .........   $2,000,000 $   1,750,000 $   2,250,000
   Management fees and other income .............      305,000       321,000       294,000
                                                    --------------------------------------
              Total operating revenue ...........    2,305,000     2,071,000     2,544,000
Operating expenses ..............................      613,000       639,000       652,000
                                                    --------------------------------------
              Income before income tax (credits),
              and equity in subsidiaries'
              undistributed net income ..........    1,692,000     1,432,000     1,892,000
Applicable income tax (credits) .................     (155,000)      (96,000)     (156,000)
                                                    --------------------------------------
                                                     1,847,000     1,528,000     2,048,000
Equity in subsidiaries' undistributed net income     1,618,000     1,522,000       827,000
                                                    --------------------------------------
              Net income ........................   $3,465,000 $   3,050,000 $    2,875,000
                                                    =======================================





================================================================================
                            STATEMENTS OF CASH FLOWS
                              (Parent Company Only)


                                                                Year Ended December 31,
                                                     -----------------------------------------
                                                         1996           1995          1994
                                                     -----------------------------------------
                                                                          

CASH FLOWS from OPERATING Activities
   Net income ....................................   $ 3,465,000 $    3,050,000   $  2,875,000
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Equity in subsidiaries' undistributed net
        (income) .................................    (1,618,000)    (1,522,000)      (827,000)
      Amortization and depreciation ..............        10,000          8,000          8,000
      Change in assets and liabilities:
        Increase (decrease) in other liabilities .        50,000         26,000        167,000
                                                      ----------------------------------------
              Net cash provided by operating
              activities .........................     1,907,000      1,562,000      2,223,000
                                                      ----------------------------------------

CASH FLOWS (USED IN) INVESTING Activities,
   purchases of other assets .....................       (31,000)        (3,000)            --
                                                      ----------------------------------------

CASH FLOWS from FINANCING Activities
   Principal payments on note payable ............            --             --     (1,300,000)
   Cash dividends paid ...........................    (1,085,000)    (1,072,000)      (714,000)
   Reissuance of treasury stock ..................       501,000         27,000        336,000
   Purchases of common stock for the treasury ....      (483,000)      (261,000)       (32,000)
                                                      ----------------------------------------
              Net cash (used in) financing
              activities .........................    (1,067,000)    (1,306,000)    (1,710,000)
                                                      ----------------------------------------

              Net increase in cash ...............       809,000        253,000        513,000

Cash:
   Beginning .....................................     1,287,000      1,034,000        521,000
                                                      ----------------------------------------
   Ending ........................................    $2,096,000 $    1,287,000  $   1,034,000
                                                      ========================================

SUPPLEMENTAL DISCLOSURES OF CASH Flows Information
   Cash payments for:
      Interest ...................................    $       --  $          --  $      66,000
      Income taxes ...............................      (203,000)      (118,000)      (329,000)






                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION

                                                                                                            Year
                                                                                 -------------------------------
                                                                                     1996               1995
- ----------------------------------------------------------------------------------------------------------------
                                                                                              
Investment securities * ..................................................       $         --       $         --
Investment securities held to maturity * .................................                 --                 --
Investment securities available for sale * ...............................         67,622,000         60,728,000
Loans, net ...............................................................        183,438,000        169,342,000
Total assets .............................................................        280,461,000        272,830,000
Deposits .................................................................        238,352,000        235,953,000
Note payable .............................................................                 --                 --
Other borrowings .........................................................         14,870,000         11,737,000
Stockholders' equity .....................................................         25,198,000         23,033,000

Interest income ..........................................................         20,032,000         18,942,000
Interest expense .........................................................          9,598,000          9,051,000
Net interest income ......................................................         10,434,000          9,891,000
Provision for loan losses ................................................            160,000             45,000
Investment securities gains, net .........................................              4,000              3,000
Other income .............................................................          1,760,000          1,573,000
Operating expenses .......................................................          6,857,000          6,877,000
Income before income taxes (credits) and cumulative effect of
   a change in accounting principle ......................................          5,181,000          4,545,000
Income taxes (credits) ...................................................          1,716,000          1,495,000
Income before cumulative effect of a change in
   accounting principle ..................................................          3,465,000          3,050,000
Cumulative effect of a change in accounting principle ....................                 --                 --
Net income ...............................................................          3,465,000          3,050,000

Per common share (**):
   Income before cumulative effect of a change in accounting
      principle:
      Primary ............................................................         $     1.95       $       1.71
      Fully dilutive .....................................................               1.95               1.70
   Cumulative effect of a change in accounting principle .................                 --                 --
   Net income:
      Primary ............................................................               1.95               1.71
      Fully dilutive .....................................................               1.95               1.70
   Cash dividends declared ...............................................               0.68               0.53
   Cash dividends declared as a percentage of net income .................                35%                31%

Weighted average common and common equivalent shares .....................          1,776,680          1,779,021
Weighted average number of shares of common stock and common
   stock equivalents outstanding during the year .........................          1,781,061          1,789,923
<FN>
*    Reflects  adoption  of  FASB  Statement  No.  115 in  1993,  see  notes  to
     consolidated financial statements for further explanation. ** All per share
     and weighted average common share  information has been adjusted to reflect
     the three-for-one stock split which occurred in July 1996.
</FN>











Ended December 31,
- --------------------------------------------------
     1994               1993              1992
- --------------------------------------------------

$         --       $         --       $ 75,644,000
  53,659,000         54,371,000                 --
  15,791,000         19,522,000                 --
 162,015,000        154,706,000        139,234,000
 253,800,000        257,403,000        251,097,000
 229,023,000        233,413,000        227,546,000
          --          1,300,000          3,000,000
   2,248,000                 --                 --
  20,672,000         18,748,000         16,279,000

  17,155,000         17,200,000         18,271,000
   7,452,000          7,681,000          9,286,000
   9,703,000          9,519,000          8,985,000
      65,000             56,000            278,000
       9,000                 --            148,000
   1,673,000          1,699,000          1,534,000
   7,141,000          7,175,000          6,998,000

   4,179,000          3,987,000          3,391,000
   1,304,000          1,319,000          1,141,000

   2,875,000          2,668,000          2,250,000
          --            300,000                 --
   2,875,000          2,968,000          2,250,000




$       1.63        $      1.56        $      1.31 
        1.63               1.56               1.31
          --               0.18                 --

        1.63               1.74               1.31
        1.63               1.74               1.31
        0.45               0.38               0.28
         28%                22%                22%

   1,760,205          1,710,255          1,723,059

   1,760,205          1,710,255          1,723,059




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  5.9% in 1996,  increased .6% in
1995,  and  increased  1.2%  in  1994.  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):

                                                                                    1996
                                                                       ----------------------------
                                                                                            Average
ASSETS                                                                 Balance    Interest    Rate
- ---------------------------------------------------------------------------------------------------
                                                                                     

Taxable loans, net ................................................   $168,970    $ 14,981    8.87%
Taxable investment securities held to maturity ....................         --          --      --
                                                                      
Taxable investment securities available for sale ..................     53,531       3,237    6.05
Nontaxable investment securities and loans ........................     16,442       1,317    8.01
Federal funds sold and other overnight investments ................     16,902         945    5.59
                                                                      --------------------
                Total interest-earning assets .....................    255,845      20,480    8.00
                                                                                  --------
Cash and due from banks ...........................................     11,110
Bank premises and equipment, net ..................................      4,298
Other assets ......................................................      2,674
                                                                      --------
                Total .............................................   $273,927
                                                                      ========

LIABILITIES
   Deposits:
   Interest-bearing demand ........................................   $ 91,735    $  2,803     3.06
   Time ...........................................................    110,732       6,177     5.58
   Other borrowings ...............................................     11,435         618     5.40
   Note payable ...................................................         --          --       --
                                                                      --------------------
                Total interest-bearing liabilities ................    213,902       9,598     4.49
                                                                                  --------
   Noninterest-bearing deposits ...................................     34,106
   Other liabilities ..............................................      1,960
                                                                      --------
   Total liabilities ..............................................    249,968

STOCKHOLDERS' EQUITY ..............................................     23,959
                                                                      --------
                Total .............................................   $273,927
                                                                      ========

   Net interest earnings ..........................................               $ 10,882
                                                                                  ========

                Net yield (net interest earnings divided
                by total interest-earning assets) .................                             4.25%
                                                                                                =====









            1995                              1994
- ---------------------------------------------------------------
                     Average                            Average
 Balance   Interest    Rate      Balance     Interest    Rate
- ---------------------------------------------------------------
 
$162,432   $ 14,322    8.82%     $153,547     $ 12,499    8.14%
  36,475      2,103    5.77        45,516        2,531    5.56
  17,331      1,086    6.27        20,045        1,088    5.43
  14,878      1,276    8.58        12,220        1,094    8.95
  10,072        589    5.85         7,610          315    4.14
- -------------------              ---------------------
 241,188     19,376    8.03       238,938       17,527    7.34
           --------                           --------
  10,336                           10,855
   4,447                            4,677
   2,695                            2,739
- --------                         --------
$258,666                         $257,209
========                         ========


$ 93,534   $  2,951    3.16      $101,614     $  2,741     2.70
 104,657      5,776    5.52       100,319        4,523     4.51
   5,685        324    5.70         2,829          139     4.91
      --         --      --           723           49     6.78
- -------------------              ---------------------
 203,876      9,051    4.44       205,485        7,452     3.63
           --------                           --------  
  31,290                           30,829
   1,664                            1,496
- --------                         --------
 236,830                          237,810

  21,836                           19,399
- --------                         --------
$258,666                         $257,209
========                         ========
          $ 10,325                           $ 10,075
          ========                           ========

                      4.28%                               4.22%
                      =====                               =====





The net interest margin decreased in 1996 (from 4.28% in 1995 to 4.25% in 1996).
The return on average interest-earning assets decreased three basis points (from
8.03% in 1995 to 8.00% in 1996) and  interest  paid on average  interest-bearing
liabilities  increased  five basis points (from 4.44% in 1995 to 4.49% in 1996).
Average  interest  earning  assets to total  average  assets  increased to 93.4%
during 1996 compared to 93.2% the previous year.

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.


FINANCIAL CONDITION:

Investment Securities

Investment  securities at December 31, 1996 were approximately 31% U.S. Treasury
securities,   23%  U.S.   government  agency  securities,   15%  mortgage-backed
securities,   20%  states  and   political   subdivisions,   and  11%  corporate
obligations.  The 54% in U.S. Treasury and U.S. government agency securities are
a result of management's emphasis on high credit quality security purchases. The
1996  increase  in the  portfolio  percentage  devoted to states  and  political
subdivisions,  mortgage-backed  and  corporate  securities  reflects  the higher
yields which were available on these types of investments compared to treasuries
and agencies.

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.

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,
                                                   -----------------------------
                                                     1996       1995      1994
                                                   -----------------------------
Securities held to maturity:
   U.S. Treasury ...............................   $    --    $    --    $20,190
   U.S. government agencies ....................        --         --     13,221
   Mortgage-backed securities ..................        --         --      5,941
   States and political subdivisions ...........        --         --      9,323
   Corporate obligations .......................        --         --      4,984
                                                   -----------------------------
                                                   $    --    $    --    $53,659
                                                   =============================
Securities available for sale:
   U.S. Treasury ...............................   $ 21,038   $ 20,257   $11,187
   U.S. government agencies ....................     15,872     16,999     4,134
   Mortgage-backed securities ..................      9,838      7,541       470
   State and political subdivisions ............     13,527     11,476        --
   Corporate obligations .......................      7,347      4,455        --
                                                  ------------------------------
                                                  $ 67,622   $ 60,728   $ 15,791
                                                  ==============================

The following table shows the maturities of investment  securities available for
sale at December 31, 1996 and the  weighted  average  yields of such  securities
(dollar amounts in thousands):

                                                            Within One Year
                                                         --------------------
                                                          Amount        Yield
                                                         -------        -----
Investment securities available for sale:
   U.S. Treasury ..................................      $ 7,540         5.72%
   U.S. government agencies .......................        4,028         6.64
   Mortgage-backed securities .....................        1,593         5.95
   States and political subdivisions ..............        1,265         7.49
   Corporate obligations ..........................        4,980         5.60
                                                         -------
                                                         $19,406
                                                         =======




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,  1996,  and
excluding the interest expense allocated to carry certain tax-exempt securities.

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

$13,498       6.06%     $    --         --%    $    --       --%
  9,269       6.07        1,512       7.01       1,063     6.79
  8,245       6.11           --         --          --       --
  7,873       7.19        3,976       7.30         413     7.85
  2,367       5.92           --         --          --       --
- -------                 -------                -------
$41,252                 $ 5,488                $ 1,476
=======                 =======                =======

In 1996,  the yield on taxable  investment  securities  increased  twelve  basis
points due to reinvesting  matured,  called,  and sold securities in investments
yielding more than the taxable  investments  removed from the balance sheet. The
1996 yield on  nontaxable  investment  securities  and loans  decreased 57 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.

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  afforded
management more flexibility in managing the portfolio.  At December 31, 1996, no
state  or  political  subdivision  securities  amortized  cost or  market  value
exceeded 10% of stockholders' equity.

Loans

Loans outstanding (net of unearned discount) at December 31, 1996 increased 8.5%
from December 31, 1995.

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,
                                                 --------------------------------------------------------------------
                                                   1996           1995           1994           1993            1992
                                                 --------------------------------------------------------------------
                                                                                                
Commercial ...............................       $ 73,681       $ 62,399       $ 55,948       $ 54,994       $ 48,675
Agricultural .............................         17,555         16,792         15,264         14,139         13,774
Real estate, construction ................          2,970          1,187          1,192          2,341          2,026
Real estate, mortgage ....................         60,241         56,475         53,447         46,306         46,562
Tax exempt, real estate mortgage .........          3,485          3,735          4,201          5,013          5,377
Installment, net of unearned discount ....         28,100         30,359         33,496         32,770         24,144
Lease financing, net .....................             --            369            919          1,718          1,293
Other ....................................            209            335             74             79            117
                                                 --------------------------------------------------------------------
                                                 $186,241       $171,651       $164,541       $157,360       $141,968
                                                 ====================================================================


The following loan categories outstanding at December 31, 1996 mature as follows
(dollar amounts in thousands):

                                                             After One
                                                             Year, But
                                                               Within   After
                                             Amount  One Year   Five    Five
                                            Of Loans Or Less    Years   Years
                                            ----------------------------------

Commercial ...............................  $73,681  $45,705  $20,334  $ 7,642
Agricultural .............................   17,555   11,864    4,881      810
Real estate, construction ................    2,970    2,961        9       --
                                            ----------------------------------
                                            $94,206  $60,530  $25,224  $ 8,452
                                            ==================================




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

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

Commercial .......................................       $   21,650   $  6,326
Agricultural .....................................            4,324      1,367
Real estate, construction ........................                9         --
                                                         ---------------------
                                                         $   25,983   $  7,693
                                                         =====================

During 1996 commercial loans increased by $11,282,000,  construction real estate
loans  increased  by  $1,783,000,   mortgage  real  estate  loans  increased  by
$3,766,000  (after  approximately  $5,000,000 were sold to the secondary market)
and net  installment  loans  decreased by  $2,259,000.  Management  continues to
search for quality growth in all loan categories.  The Company continued to sell
real estate loans to the secondary market during 1996, however during the latter
part of the year  management  determined  a higher  return could be generated by
keeping  more of the long term fixed  rate real  estate  loans on the  Company's
balance sheet. The Company anticipates continuing to sell some of these loans to
the  secondary  market,  but more will  likely be retained  internally  with the
inherent  interest rate risk being mitigated with advances from the Federal Home
Loan Bank as well as other funding sources.

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.  While we must continue to
effectively  compete for loan volume,  asset quality  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,
                                       -----------------------------------------
                                        1996     1995    1994     1993     1992
                                       -----------------------------------------
Loans accounted for on a 
    nonaccrual basis ..............    $ 855    $ 883   $1,201   $1,705   $1,623
Accrual loans
   contractually past due
   90 days or more ................      329      111      191      133       94
Loans whose terms have
   been renegotiated to
   provide a reduction or
   deferral of interest or
   principal because of a
   deterioration in the
   financial position of
   the borrower ...................      381       --       --       --       --

Total nonaccrual loans were $855,000 at December 31, 1996, a decrease of $28,000
or 3% from December 31,  1995. Total nonaccrual and accrual loans  contractually
past due 90 days or more were  $1,184,000  at December 31, 1996,  an increase of
$190,000 or 19% from a year earlier.  Additionally,  loans renegotiated due to a
deterioration  in the  financial  position of the borrower  totaled  $381,000 at
year-end 1996 compared to no such loans at the end of 1995.

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
$66,000 would have been earned on the nonaccrual  loans had they been performing
loans in  accordance  with  their  original  terms  during  1996.  The  interest
collected on loans designated as nonaccrual loans and included in income for the
years ended December 31, 1996 and 1995 was $19,000 and $26,000, respectively.




As of December 31, 1996, the Company had loans  totaling  $7,711,000 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
$3,037,000 or 65% increase from 1995. A significant  portion of this increase is
due to two specific  customers.  Subsequent  to year-end,  events have  occurred
which lead  management  to believe that these loans will be favorably  resolved.
The Company is not aware of any single loan or group of loans,  other than these
and those reflected  above, of which full  collectibility  cannot  reasonably be
expected.  Management  has committed  resources and is focusing its attention on
efforts  designed to control the amount of  classified  assets.  The Company has
$17,555,000 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,
1996. The Company's loans are heavily  concentrated  geographically  in the Iowa
counties of Muscatine and Jefferson.

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

Other real estate owned was none,  $106,000,  and $187,000 at December 31, 1996,
1995, and 1994, 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.  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. In 1996, the allowance for loan
losses  increased  $494,000  as a  result  of  provisions  of  $160,000  and net
recoveries  totaling  $334,000.  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):

                                           1996                 1995
                                   -----------------------------------------
                                   Allowance   Ratio   Allowance      Ratio
                                   For Loan  To Loans   For Loan    To Loans
                                    Losses     Total     Losses       Total
                                   -----------------------------------------
Real estate loans:
   Mortgage ....................   $   134     32.35%    $   124       32.90%
   Construction ................        --      1.59          --        0.69
Commercial .....................     1,837     39.56       1,342       36.35
Agricultural ...................       264      9.43         133        9.78
Installment ....................       568     15.09         710       17.69
Lease financing and other ......        --      0.11          --        0.41
Tax exempt, real estate mortgage        --      1.87          --        2.18
                                   ------------------------------------------
                                   $ 2,803    100.00%    $ 2,309      100.00%
                                   ==========================================




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

$   141          32.48%   $  161          29.43%   $  259          32.74%
     --           0.72                     1.49                     1.42
  1,714          34.05     1,873          34.95     1,935          34.46
    282           9.28       308           8.99       306          10.08
    389          20.36       312          20.82       234          16.61
     --           0.56                     1.13                     0.91
     --           2.55                     3.19                     3.78
- ------------------------------------------------------------------------
$ 2,526         100.00%   $2,654         100.00%   $2,734         100.00%
=========================================================================





Deposits

Total average  deposits  increased  3.1% in 1996,  decreased  1.4% in 1995,  and
increased 1.3% in 1994 The average deposits are summarized below (dollar amounts
in thousands):

                              1996                1995              1994
                      ----------------------------------------------------------
                                 Average              Average           Average
                                 Interest             Interest          Interest
                                 Expense              Expense           Expense
                        Amount   Percent    Amount    Percent   Amount  Percent
                      ----------------------------------------------------------
Noninterest-bearing
   demand .........   $ 34,106     --%    $ 31,290       --%  $ 30,829      --%
Savings ...........     23,244    2.5       23,501      2.6     24,550     2.4
Interest-bearing
   demand .........     68,491    3.2       70,033      3.3     77,064     2.8
Time ..............    110,732    5.6      104,657      5.5    100,319     4.5
                      --------            --------            --------
Total deposits ....   $236,573            $229,481            $232,762
                      ========            ========            ========

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

                                                        Year Ended December 31,
                                                       -------------------------
                                                        1996              1995
                                                       -------           -------

One to three months ........................           $ 7,409           $10,023
Three to six months ........................             2,628             3,687
Six  to twelve months ......................             5,970             4,894
Over twelve months .........................             4,550             3,841
                                                       -------           -------
                                                       $20,557           $22,445
                                                       =======           =======


RESULTS OF OPERATIONS:

Changes in Fully Diluted Earnings Per Share

The increase in fully diluted  earnings per share between 1996 and 1995 amounted
to $.25 The major sources of change are  presented in the  following  table (all
figures  have been  adjusted  to reflect  the  three-for-one  stock  split which
occurred in July 1996):

                                                           1996     1995
                                                          ----------------

Net income per share, prior year .....................    $  1.70 $   1.63
                                                          ----------------
Increase (decrease) attributable to:
   Net interest income ...............................       0.30     0.11
   Provision for loan losses .........................      (0.06)    0.01
   Other income ......................................       0.11    (0.06)
   Salaries and employee benefits ....................      (0.04)   (0.01)
   FDIC insurance ....................................       0.15     0.15
   Other operating expenses ..........................      (0.10)    0.01
   Income taxes ......................................      (0.12)   (0.11)
   Change in average common shares outstanding .......       0.01    (0.03)
                                                          ----------------
              Net change .............................       0.25     0.07
                                                          ----------------
              Net income per share, current year .....    $  1.95 $   1.70
                                                          ================





Net Interest Income

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


                                                     
                                                Year Ended December 31, 1996   Year Ended December 31, 1995
                                                ----------------------------   -----------------------------
                                                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 ............................   $   575   $     84    $   659   $    718    $ 1,105    $ 1,823
   Taxable investment
      securities held to
      maturity ..............................    (2,103)        --     (2,103)      (505)        77       (428)
   Taxable investment
      securities available for
      sale ..................................     2,269       (118)     2,151       (148)       146         (2)
   Nontaxable investment
      securities and loans ..................       135        (94)        41        237        (55)       182
   Federal funds sold .......................       400        (44)       356        102        172        274
                                                --------------------------------------------------------------
              Total interest
              income ........................   $ 1,276   $   (172)   $ 1,104   $    404    $ 1,445    $ 1,849
                                                --------------------------------------------------------------
Interest expense:
   Interest-bearing deposits ................   $   189   $     64    $   253   $    (24)   $ 1,487    $ 1,463
   Other borrowings .........................       328        (34)       294        140         45        185
   Note payable .............................        --         --         --        (49)        --        (49)
                                                --------------------------------------------------------------
              Total interest
              expense .......................   $   517   $     30    $   547   $     67    $ 1,532    $ 1,599
                                                --------------------------------------------------------------
              Change in net
              interest earnings .............   $   759   $   (202)   $   557   $    337    $   (87)   $   250
                                                ==============================================================


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,
                                                 -------------------------------------------------------
                                                   1996         1995        1994      1993        1992
                                                 -------------------------------------------------------
                                                                                   
Balance of allowance for loan
   losses at beginning of year ...............   $  2,309    $  2,526    $  2,654   $  2,734    $  2,591
                                                 -------------------------------------------------------
Loans charged off:
   Commercial and agricultural ...............         24         240         189        130         241
   Mortgage ..................................          2          27           2         25          22
   Installment ...............................        136         171         227        117         129
                                                 -------------------------------------------------------
              Total loans charged
               off ...........................        162         438         418        272         392
                                                 -------------------------------------------------------
Recoveries of loans previously
   charged off:
   Commercial and agricultural ...............        400         120         188         95         240
   Mortgage ..................................         49          23          15         22           4
   Installment ...............................         47          33          22         19          32
                                                 -------------------------------------------------------
              Total recoveries ...............        496         176         225        136         276
                                                 -------------------------------------------------------
Net loans charged off (recovered) ............       (334)        262         193        136         116
                                                 -------------------------------------------------------
Less adjustments .............................         --          --          --         --          19
                                                 -------------------------------------------------------
Provisions for loan losses charged
   to operating expense ......................        160          45          65         56         278
                                                 -------------------------------------------------------
Balance at end of year .......................   $  2,803    $  2,309    $  2,526   $  2,654    $  2,734
                                                 =======================================================
Average taxable loans ........................   $168,970    $162,432    $153,547   $139,292    $132,214
                                                 =======================================================
Ratio of net loan charge-offs
   (recoveries) to average taxable
    loans outstanding ........................     (0.20%)      0.16%       0.13%      0.10%       0.09%
Allowance for loan losses as a
   percentage of average taxable
   loans outstanding .........................      1.66        1.42        1.65       1.91        2.07
Coverage of net charge-offs by
   year-end allowance for loan
   losses ....................................       N/A        8.81       13.09      19.51       23.57


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 $20,000 or .3% from 1995 to 1996 after decreasing
$264,000  the previous  year.  Salaries and  employee  benefits  increased  only
$65,000 or 1.6% in 1996.  Occupancy and equipment expenses increased only $4,000
or .4%,  computer  costs  increased  $34,000  or 10% most of which  was due to a
refund of this  expense  recognized  in 1995,  FDIC  insurance  costs  dropped a
significant  $257,000  or 97% due to  reductions  in  premiums,  and legal  fees
increased  $15,000 or 71.4%.  The other  operating  expense line item  increased
$91,000 or 9.9% largely due to management's  emphasis on enhanced  marketing and
promotion to current and  prospective  customers.  Most expense  categories were
also reduced or held to modest increases in 1995 and 1994.



Net Income

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

                                              Year Ended December 31,
                                            ---------------------------
                                             1996       1995      1994
                                            ---------------------------

Net income .................                $3,465     $3,050    $2,875
                                            ===========================


As shown above, net income increased $415,000 or 13.6% in 1996. The net interest
income increased $543,000 or 5.5%, provision for loan losses increased $115,000,
other income rose $188,000 or 11.9%,  operating  expenses  decreased  $20,000 or
 .3%, and income taxes increased $221,000 or 14.8%.

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.

Selected Consolidated Ratios

                                                         Year Ended December 31,
                                                        ------------------------
                                                         1996    1995     1994
                                                        ------------------------
Percentage of net income to:
   Average stockholders' equity ..................      14.46%   13.97%   14.82%
   Average total assets ..........................       1.26     1.18     1.12
Percentage of average stockholders' equity to 
   average total assets ..........................       8.75     8.44     7.54
Dividends payout ratio ..........................      34.90    30.99    27.61


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, 1996
                                          ----------------------------------------------------------------------
                                          Less Than      3-12          1-5      More Than  Noninterest
                                          3 Months      Months         Years     5 Years     Bearing       Total
                                          -----------------------------------------------------------------------
                                                                                       
Assets:
   Loans ............................     $ 62,244     $ 30,136      $ 76,036    $ 16,970    $   855     $186,241
   Investment securities ............        6,432       13,447        40,313       7,420         10       67,622
   Other earning assets .............        7,263          551            --          --         --        7,814
   Nonearning assets ................           --           --            --          --     18,784       18,784
                                          -----------------------------------------------------------------------
      Total assets ..................     $ 75,939     $ 44,134      $116,349    $ 24,390   $ 19,649     $280,461
                                          =======================================================================

Liabilities and
   Equity:
   Deposits .........................     $ 48,845     $ 88,553      $ 57,510    $     --   $ 43,444     $238,352
   Securities sold under agreements 
      to repurchase and TT & L ......        6,078          717           602          --         --        7,397
      FHLB advances .................           --           --         4,400       3,073         --        7,473     
   Other liabilities ................           --           --            --          --      2,041        2,041
   Equity ...........................           --           --            --          --     25,198       25,198
                                          -----------------------------------------------------------------------
      Total liabilities and equity ..     $ 54,923     $ 89,270      $ 62,512    $ 3,073    $ 70,683     $280,461
                                          =======================================================================

Repricing gap .......................     $ 21,016     $(45,136)     $ 53,837    $ 21,317   $(51,034)    $     --
Cumulative repricing gap ............       21,016      (24,120)       29,717      51,034         --           --





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, 1996, using the estimates
discussed  above,  rate sensitive  liabilities  exceeded rate  sensitive  assets
within a one year period by $24,120,000  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  Company's  funding,  and  thus  its  ability  to  manage
liquidity,  is greatly enhanced by its consumer deposit base.  Consumer deposits
tend to be small in size,  diversified  across a large base of individuals,  and
are  government  insured to the extent  permitted by law.  Total  deposits under
$100,000 at December 31, 1996 were $217,795,000 or 91% of total deposits and 78%
of total liabilities and equity.

Equity has increased in significance as a funding source,  increasing $2,165,000
during 1996 to total $25,198,000. Securities sold under agreements to repurchase
and treasury tax and loan open note funding sources totaled  $7,397,000.  Longer
term Federal  Home Loan Bank  advances  totaled  $7,473,000.  At year-end  total
federal funds sold and securities  maturing within one year were  $26,623,000 or
9.5% of total  assets.  Both  short-term  and  long-term  liquidity are actively
reviewed and managed.

At  December  31,  1996,  securities  available  for sale  totaling  $67,622,000
included  $377,000 of gross  unrealized  gains and $247,000 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   $2,165,000  (9.4%)  in  1996.  Dividends  to
stockholders  were declared at a rate of $.68,  $.53,  and $.45 per share during
the years ended December 31, 1996, 1995, and 1994, respectively.

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,  125
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities" and Statement No. 127 "Deferral of the Effective Date of Certain
Provisions of Statement  No. 125".  Statement  No. 125 provides  accounting  and
reporting  standards  for  transfers  and  servicing  of  financial  assets  and
extinguishments   of   liabilities   based  on  consistent   application   of  a
financial-components  approach  that  focuses on control.  Under that  approach,
after a transfer of financial  assets,  an entity  recognizes  the financial and
servicing  assets it cotrols and the  liabilities it has incurred,  derecognizes
fianancial   assets  when  control  has  been   surrendered,   and  derecognizes
liabilities when extinguished.  Statement 125 provides consistent  standards for
distinguishing  transfers of financial assets that are sales from transfers that
are secured  borrowings.  The  provisions  of Statement  No. 125  applicable  to
servicing of financial  assets are effective  for servicing of financial  assets
occurring after December 31, 1996. The provisions of Statement 125 applicable to
transfers of financial  assets and  extinguishment  of liabilities are effective
for transfers and extinguishments  occurring after December 31, 1997. Management
believes that adoption of this Statement will not have a material  effect on the
Company's financial statements.

Quarterly Results of Operations (Unaudited)

In the fourth quarter of 1996,  net income was $815,000,  compared with $750,000
in the same period of 1995, an increase of 8.7%. The net interest  income during
the fourth  quarter of 1996 was  $2,661,000  compared  with  $2,539,000  for the
fourth  quarter of 1995.  The  provision for possible loan losses was $60,000 in
the fourth quarter of 1996 versus $15,000 in 1995. Other income totaled $441,000
and $444,000  during the fourth  quarter of 1996 and 1995,  respectively.  Other
operating  expenses  of  $1,839,000  in the last  quarter of 1996  compare  with
$1,769,000  for the last  quarter of 1995.  Income tax expense was  $388,000 and
$449,000 for the final quarter of 1996 and 1995, respectively. Quarterly results
of operations are as follows (dollar amounts in thousands):

                                                 Quarter ended,
                                       ----------------------------------
                                       Mar. 31  June 30, Sep. 30  Dec. 31
                                       ----------------------------------
                                                       1996
                                       -----------------------------------

Total  interest income ..............   $4,902   $5,133   $4,952   $5,045
Total  interest expense .............    2,429    2,444    2,341    2,384
                                        ---------------------------------
Net interest income .................    2,473    2,689    2,611    2,661
Provision for loan losses ...........       15       25       60       60
Other income ........................      387      483      453      441
Other expense .......................    1,671    1,662    1,685    1,839
                                        ---------------------------------
Income before income taxes ..........    1,174    1,485    1,319    1,203
Applicable income taxes .............      382      510      436      388
                                        ---------------------------------
Net income ..........................   $  792   $  975   $  883   $  815    
                                        ================================= 
Net income per share ................   $ 0.45   $ 0.55   $ 0.50   $ 0.45
                                        ================================= 




                                                 Quarter ended,
                                       ----------------------------------
                                       Mar. 31  June 30, Sep. 30  Dec. 31
                                       ----------------------------------
                                                       1995
                                       -----------------------------------

Total  interest income ..............   $4,460   $4,716   $4,780   $4,986
Total  interest expense .............    2,038    2,259    2,307    2,447
                                        ---------------------------------
Net interest income .................    2,422    2,457    2,473    2,539
Provision for loan losses ...........       15       15      --        15
Other income ........................      372      364      396      444
Other expense .......................    1,747    1,744    1,617    1,769
                                        ---------------------------------
Income before income taxes ..........    1,032    1,062    1,252    1,199
Applicable income taxes .............      329      317      400      449
                                        ---------------------------------
Net income ..........................   $  703   $  745   $  852   $  750
                                        =================================   
Net income per share ................   $ 0.40   $ 0.42   $ 0.47   $ 0.41
                                        =================================





                           IOWA FIRST BANCSHARES CORP.

                        DIRECTORS AS OF DECEMBER 31, 1996



                                                  

George A. Shepley                                   Donald R. Heckman
  Chairman of the Board and  CEO                      Investor
    Iowa First Bancshares Corp.                       Factory Manager - Retired
  Chairman of the Board                                 H.J. Heinz Co.
    First National Bank of Muscatine                Dean H. Holst
  Chairman of the Board                                 Director
    First National Bank in Fairfield                      Iowa First Bancshares Corp.
                                                        Director, President and CEO
Kim K. Bartling                                           First National Bank in Fairfield
  Director, Executive Vice President, Chief
    Operating Officer and Treasurer                 D. Scott Ingstad
    Iowa First Bancshares Corp.                        Director and President
  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

Roy J. Carver, Jr.                                  Victor G. McAvoy
  Chairman of the Board                               President
    Carver Pump Company                                 Muscatine Community College

Larry L. Emmert                                     Carl J. Spaeth
  President                                           President
    Hoffmann, Inc.                                     Cabe Corporation

Craig R. Foss                                       Beverly J. White
  President                                           Director and Vice President
    Foss, Kuiken, and Gookin, P.C.                      Quality Foundry Co.



                        OFFICERS AS OF DECEMBER 31, 1996

George A. Shepley                                   Patricia R. Thirtyacre
  Chairman  of the Board                              Corporate Secretary
  Chief Executive Officer
                                                    Teresa A. Carter
D. Scott Ingstad                                      Internal Audit Manager
  President
                                                    Kim K. Strause
Kim K. Bartling                                       Assistant Auditor
  Executive Vice President
  Chief Operating Officer
  Treasurer





IOWA FIRST BANCSHARES CORP.

Subsidiary Bank Directors as of December 31, 1996



FIRST NATIONAL BANK OF MUSCATINE                                FIRST NATIONAL BANK IN FAIRFIELD
                                                             

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

D. Scott Ingstad                                                Dean H. Holst
   Director and President                                          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, Executive Vice President, Chief                       Director, Executive Vice President, Chief
      Operating Officer and Treasurer                                 Operating Officer and Treasurer
      Iowa First Bancshares Corp.                                     Iowa First Bancshares Corp.
   Director, Senior Vice President and CFO                         Director, Senior Vice President and 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
   Investor                                                        President
   Factory Manager - Retired                                          Foss, Kuiken & Gookin PC
      H.J. Heinz Co.
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.